I Shall Crush Them Beneath an Iron Hoof
by Chaltab
Summary: There is trouble in Jump City when the Crimson Mane Revolutionary Guard, led my the mysterious Shadow Commandant, sends a troupe of Pony terrorists to attack the Titans. Now the Titans and the Ponyville gang have only days stop their dastardly plot.
1. Adorable Terrorists

Author's Note: Um, yeah, probably ought to say a few words. The Teen Titans of this story are based on the 2003 cartoon series, but specifically come from a fanfic unvierse that expands and builds upon that series significantly. Hence you'll see a few Titans that aren't familiar: Savior, Gauntlet, Morgue, Scalpel. Terra is also back on the team. Long story, that.

If you'd like to know more about these jerks, then head on over to the fics of Legend Maker, BobCat, and Jedi-And.

* * *

**I Shall Crush Them Beneath an Iron Hoof**

**Chapter One**

**Adorable Terrorists**

Beast Boy was not having a good day. He had awoke at 7AM to the sound of Terra drying her hair, for the earth-mover had a job interview at Starbucks and did not wish to be late. Try as he might, he could not get back to sleep and eventually crawled into the kitchen for a cup of tea and found that the only caffeinated beverage in the refrigerator was a pot of bacon tea that Rob had brewed the day before. He had poured himself a cup and heated it in the microwave, using multiple filters to strain out all of the bacon before taking a skip of what amounted to tepid water with caffeine and pork fat suspended in it.

When he had gone to check his email, his first message was from Flamebird sending pictures of herself in a bikini, which Beast Boy would have found appealing if he had not already been dating a slightly-less-hot blonde. But that was nothing next to the second email, his SEGA newsletter in which they had announced the cancellation of _Mega Monkey XVIII _for quality control reasons. To rub salt into that wound, the email announced the next Sonic game, _Revenge of the Werehog_.

And then despite a volley of protestations, Starfire had had the nerve to make him walk Silkie. At the _park,_ in front of _people. _Beast Boy was normally a people person, but not when he'd missed out on five hours of sleep. He had grumbled but eventually complied; Cyborg wouldn't let him take an image fakeifier ring because it wasn't a mission.

"Terra ain't using one," Cyborg said. "Why should you get to be any different?"

"Terra can disguise herself by throwing on a wig and eye-shadow. If you haven't noticed, I'm _green._"

"Holy crap, you're green?" Cyborg exclaimed. His organic eye shot wide in alarm. "I guess that means Star Bolts aren't purple either."

"Ha, ha, Vic," Beast Boy had muttered. "You're not the one constantly mobbed by teenage girls who want you to sign autographs on their underwear." Inwardly he had laughed at that; at one time he would have killed to have teenage girls fawn over him, but now that he was out of his teens, it just seemed like he was taking advantage of them. Also, Terra would be pissed if he let it go to his head.

"Yeah, because it's so much more fun to hook up with girls via USB port," Cyborg had blurted, tapping the back of his head.

Beast Boy did not have a response to that.

So here he was, in Haney Park, walking a mutant silk worm. It was a hot April afternoon and dozens of civilians darted about, some of them taking the opportunity to snap photos of the Teen Titan and his bizarre pet. At the end of the inedible leash, Silkie gurgled happily and munched on some grass. Beast Boy didn't think Silkie could actually digest grass, but at this point he was just trying to be as unobtrusive as possible.

And that was when the adorable Pony nationalists attacked.

**Five Minutes Later**

"We're pinned down!" Beast Boy called into his communicator. Terra was beside him, still in her Starbucks uniform, both of them hunkered down behind an overturned van. "They're some sort of strange horse-like creatures and they're everywhere!"

Robin growled from the other end of the line. "They must be those Equestrian Nationalists that Batman's been tracking. I had no idea they'd hit Jump City."

"Equestrian Nationalists?" Beast Boy blurted. "What the hell, man, you expected this?"

"Just stand your ground. The Titans are on their way."

No sooner had Robin got it out of his mouth, a dark void spread across the ground and three more Titans raised out of it: Starfire, Savior, and Raven.

"Will someone tell me what's going on?" Beast Boy said.

"You are remarkably uninformed about your own planet's international politics," Starfire said.

Raven stepped forward. "We can explain the situation later." She raised her hands and a dozen nearby lamp posts were coated in black energy. They ripped out of the ground and hurled off into the distance.

A female voice shouted the order to fall back; then came the sound of galloping hooves.

"Titans, pursue them," Savior barked.

Beast Boy, still completely confused, decided it would be best to stop the equine terrorist regardless of whether he comprehended the situation.

He transformed into a massive green bull and charged out from behind the overturned van. Terra threw off her black wig and took off the hair net beneath, following him out on a platform of rock. In the distance, he heard starbolts flare, then impact against the distinct sound of a telekinetic barrier.

In front of him, though, only two ponies were visible: a gray one with orange body armor and a blue one with green armor. Both of them had enormous glowing swords in their mouths.

"Incoming Titan!" the gray one called. "Fall back."

"By the Sun, he's fast!" the other one said. Beast Boy slammed his horned head into the nearest pony and she went careening backwards into a car, tumbling over it. She recovered quickly and charged at Beast Boy, brandishing her sword, swinging it with her bulging neck muscles. Beast Boy pulled away, but he wasn't fast enough; the blade sliced a narrow gash in his bull chest.

Beast Boy shifted into a gorilla and tried to pound the strange horse creature, but she rolled out of the way and jabbed with her blade, catching the heel of Beast Boy's foot. He turned and walloped her. The pony's armor seemed to absorb most of the impact, but the blow still sent her sailing into the Starbucks across the street.

Terra swooped by on her rock platform.

"You ass!" she said. "Now I'm going to be off work while they make repairs."

Beast Boy thought it might be a good thing; he'd get to sleep in more at least.

Rocks flew at her command and slammed into the blue Pony, who absorbed the blows like she was some sort of little equine barbarian and returned fire with a bolt of lightning from her sword. The bolt nearly hit Terra in the shoulder.

The geokinetic launched her rock platform forward and leapt off, falling to the ground but using a pillar of soft earth from beneath the street to cushion her fall.

Her target Pony terrorist leapt into the air and twisted, kicking the rock platform with her hind legs. It shattered into a dozen pieces.

"Holy crap, these guys are strong," Terra said, landing by Beast Boy.

"Well of course," came the voice of one of the Ponies, the gray one. She climbed out of the damaged coffee shop sporting a gash below her massive left eye, yet otherwise looking none the worse for the wear. "We're Earth Ponies, you jerks. We're the strongest Ponies alive."

"Why can they talk?" Beast Boy gulped. "Why is the world constantly throwing things at me that make no sense?"

"Superheroes, Logan," Terra said. She smiled and weakly punched him in the shoulder. "It's all part of the job."

**Meanwhile, Back at the Park**

"You are quite adorable," Starfire was saying. "Quite adorable indeed. Yet if you do not cease with your hostilities I will have to subdue you with force."

"Don't condescend to me, you alien bitch!" The nearest Pony said. This one was different than the ones Beast Boy and Terra had pursued. It had black armor instead of the brightly colored plates of the others, and on its head there grew a single eight-inch horn that crackled with magical energy—it was some sort of Unicorn, a mythological Earth species that Starfire had been quite fond of. Until today, at least.

She hurled a flurry of starbolts, the green blasts of energy lancing out and curving around, trying to get past the Pony's defenses. Yet every time, that horn of hers glowed with another burst of magical energy and the starbolts impacted against an invisible barrier, some sort of telekinetic force field.

"Focus Star!" Savior called. He was wrestling, Shimmer strands galore, with some sort of Manticore creature that the nearest Unicorn had summoned. His face showed ever little nick the creature's claws made against the hypersensitive Shimmer construct, but it was a pain that Noel had long sense learned to tolerate—in small enough doses—to get the job done.

"I am focused," the alien called back, perhaps more harshly then she had intended. "These things are surprisingly powerful."

"You're holding back because they're cute," Savior growled. "Forget the cuteness. They're terrorists. Take them down."

"Perhaps—"

"There is no perhaps! Think of them as the Zap Pack."

"The Zap Pack chose to do the right thing in the en—"

"ARGH!" Savior's scream of anguish cut her off as the Manticore's tail spike sliced through multiple strands of Shimmer at once, sending white-hot bursts of pain into Savior's central nervous system. Starfire disengaged from her Unicorn foe and immediately fell on the Manticore with enough force to crack Fort Knox. The creature roared as she struck it, the ground around them rumbling from the impact. The Manticore collapsed, then dissolved into golden dust.

Inside her head, Starfire felt Raven's psychic presence, suddenly with her.

"Where are you, Raven?" Starfire collected the wounded Savior and tossed him over her shoulder. A bolt of energy from the closest Unicorn lanced out, dancing through the air like a ballerina of doom; Starfire rocketed skyward, Savior in hand, to dodge it.

Raven's voice echoed in her mind. _"Everything about these Equestrians is steeped in magic. I'm trying to get a bearing on the nature of their powers so I can create a counter spell. Hold on a bit longer and keep Noel safe."_

Another beam from the Unicorn barely missed her, and Starfire decided it would be best to hide Savior behind the Old Spice Man billboard above Jump Plaza before she did any continued fighting.

**That Very Moment above Leapville**

"They're Pegasuses," Cyborg said, reading the scans that the new T-Defender was making as it blazed through the sky after the dozen flying Ponies. "They all got wings."

"I believe the correct plural is Pegasi," Gauntlet said. The youngest Titan, Gauntlet often found himself the voice of reason among the team—for a certain value of reason. It wasn't a value of reason most people shared, though. So perhaps it wasn't really reason at all, more like madness.

"Enough with the internal monologue already," Gauntlet blurted. "We've got Ponies to take down."

Robin's face appeared on the holographic screen in front of them—one of the nifty new features of the T-Defender. "We're going to break apart and pursue the ponies individually. Keep your eyes peeled."

"Sir, yes , sir," Gauntlet chimed in.

"And for the love of God, keep your targeting computer on," Cyborg said. "You ain't a Jedi and you can't use the Force."

"Oh, try the Jedi mind trick ONE TIME and—"

But Robin cut him off. "Enough. We're breaking apart… now."

The rear of the T-Defender separated off from the cockpits and transformed into its stationary mode; the five cockpit units belonging to the five airborne Titans: Robin, Gauntlet, Cyborg, Morgue, and Scalpel. Gauntlet deployed the wings of his pod and banked towards the south, pursuing a pair of Pegasi, one green and one purple. He throttled forward and activated the goo-balls; now he had to wait for a clear shot.

His targeting computer beeped and he squeezed the trigger, goo-balls launching out and coating the nearest Pony in a green slime that fudged up his wings and sent him careening towards the city below. The Pony crashed through the Old Spice Man billboard, directly, to Gauntlet's amusement, through the sentence 'Now I'm On a Horse'.

The other Pegasus whirled around in mid air and changed directions, charging at him with such incredible speed that the vacuum of his movements sent Gauntlet's pod whirling through the sky. He slammed his fist into the stabilizer controls and tried to bring the pod out of a barrel roll, banking hard and coming back around.

Gauntlet could see the Pony's mouth moving through his cockpit shield; he flicked on his radio and set it to scan the target for any outgoing radio signals.

"If that Pony is communicating something—" he thought.

_"No EM Spectrum radiation detected. Target is emitting in several wavelengths of mystical radiation."_

"The hell, you have sensors for that?"

"_Affirmative." _ The Pony charged at Rob again, and he banked hard so that the Pony missed him and the wind scraped the bottom of the pod without sending him spinning.

"Then scan for it," he told the computer.

"_Scanning. The target is emitting some sort of magical field from its wings in order to fly. There is also a weaker single transmitting an encrypted psychic broadcast."_

"Can you decrypt it?" Rob swooped down, launching a dozen canisters into the air, all of which contained modified shrimp nets that he hoped would tangle up the Pony's wings and bring him down. But the Pegasus nimbly dodged in between all but the last of them, which he ploughed through as if it were made of tissue.

So much for Batman's ingenuity.

"_Decrypted." _ The screen on the computer was displaing an isolated signal. Gauntlet reached down and tapped a panel on the screen labeled _play_. Immediately the voice of the Pony came through the cockpit speakers.

"_I repeat, we're under heavy fire. The Titans have engaged us."_

A pause.

"_What do you mean we need to fall back?" _ The Pony demanded. _"We've got these so-called heroes on the ropes."_

Another pause.

"_Ma'am, yes ma'am. We're heading back to the park. What about everypony we've lost? I understand. Ma'am. Thunder Spark out."_

Gauntlet whirled his ship around, not following the Pony directly but heading towards Haney Park. If they were heading back to where the attack originated, he'd beat them there and maybe get to the bottom of this insanity.

"Computer, send the signal to Robin and see what he thinks of it," Gauntlet said, before gunning the accelerator.

**And So…**

"What the heck is that thing?" Beast Boy said, coming to a dead stop. In front of him, in the dead center of the park, a huge drill bit protruded from the ground; below the drill was a machine that looked, inexplicably, like a massive steel barn, silver and white. On the front doors two horses' heads with flaming manes were rendered in crimson, facing each other.

Terra launched a volley of rocks at them, but the nearest Unicorn raised her head and sent the rocks sailing back their way with grunt of effort. More Ponies were swooping down, gathering at the barn doors, which swung open and started letting the Ponies in. Beast Boy tried to shift into a dilophosaurus and spit acid at them, but was hit mid-transformation by a blast of lightning. One of the non-winged, non-horned terrorists, the ones that called themselves Earth Ponies, had sent a blast of fire from its magic sword. Two dozen Ponies had gathered in front of the barn, many of them storming in, particularly the injured; others were covering them with blasts of telekinesis and magic energy.

Robin's voice crackled from his communicator. "They're retreating. Try and keep them from getting away."

Out of the corner of his eye, Beast Boy saw a shadow move along the ground; Raven emerged from it, her blue cloak billowing about her.

"I've got it covered, Robin," she said. "Azarath Metrion Zinthos."

Half a dozen twisting beams of black and white energy erupted from her hands, crawling through the air and slamming into the nearest Ponies. They cried out and fell to the ground; but the last of the injured slipped into the barn doors at the same moment; the doors slammed shut, leaving the defeated Ponies behind; immediately the barn-thing receded into the ground, a drill, not the one on top but another one, below the ground, whirring.

Terra grabbed her communicator from her pocket.

"It's getting away, should we go after it?"

"Cyborg," Robin responded. "Pick up Terra and the two of you pursue. Try and get a trajectory or tag it with a tracking device, but do not engage. We need to round up the ones they left behind. And where the hell is Savior?"

**Later, On The Roof Of Justice**

Gauntlet blinked. "Does it count as stealing a Teen Titans Abridged joke if the writer of this story is the co-creator of Teen Titans Abridged?"

Raven gave him a warning look and instead turned to regard their prisoners All of the defeated ponies—eight in all—had been rounded up after the battle, fettered with some sort of horse-shoe version of a handcuff that Cyborg had fabricated down in the tech lab. The ones Raven had hit were still unconscious; the Unicorn taken down by Starfire sat silently brooding, and the Pegasus shot down by Gauntlet was trying to fight the restraints on its legs and wings, but to no avail.

"I reckon you'd better let me out of here before reinforcements show up," the Pegasus said.

Savior glared at him. "I have a cracked rib thanks to you. It would behoove you _not_ to piss me off."

"Savior," said Terra, her face deadpan. "Did you really go there?"

"Go where?"

"Be_hoove_."

Savior blinked. "Oh god, I did, didn't I?"

"Whatever!" the Pony snarled. "It weren't my fault I landed on you. Thank your blond buddy over there for shootin' me down."

The door hissed open and Starfire and Cyborg walked out onto the roof, approaching the prisoners cautiously. Cyborg looked at the Pegasus and shook his head.

"I don't think you're reinforcements are coming. I just lost the homing signal I put on your drill-barn thingy, but it was halfway across the Atlantic by then. Your allies have abandoned you."

"So you'd better start talking," Savior said. "What's your angle?"

"My name is Sergeant Lightning Smith, Crimson Mane Revolutionary Guard. My serial number is A135." The Pony bristled. "And that's all you're getting."

Beast Boy, who had been curled up in fetal position in the corner, looked up. "Crimson Mane what now?"

"They're a splinter group of Equestrian Nationalists," Cyborg said. "They want to overthrow the monarch of Equestria, supposedly to establish a democracy. But their tactics are little better than your common terrorist organization."

"They're PONIES!" Beast Boy shouted. "They're adorable quadrupedal _equidae_. Why are they even able to talk? How can they have a government, let alone nationalists? None of this makes any sense."

"It would if you paid attention to the news," Savior said. "Equestria is a new country formed on the northwestern tip of Africa. These Pony creatures migrated to our plane from an other-dimensional realm of magic that scientists have dubbed the PonyWilde."

Lightning nodded. "And we're ruled with an iron hoof with a self-appointed Sky Queen called Celestia. She thinks she can lord over everypony because the sun shines out her hind quarters."

"The most important point, though," Savior said. "Is to figure out why they attacked Jump City. So far the Crimson Manes haven't been hitting targets outside Equestria."

"I don't know, I was just followin' orders."

Starfire looked at the Pony and shook her head. "It is a shame that something so cute is prone to repeating the same mistakes that humanoid races have been making for centuries." She looked over at Savior. "Robin has told me that he wishes to send an away team to the Equestria to get to the proverbial bottom of this attack."

Raven frowned. "I'm not sure that's a great idea. We had trouble on the field against them, and that's here on our home turf. I may have figured out a magical workabout to their powers, but it's not something I can use repeatedly. It requires me to channel the animosity of everyone in the surrounding area into my spell."

"But your dad's dead at the moment," said Terra. "What does it matter if you absorb some bad vibes."

"I'm sorry Terra," Raven answered. "I can't continuously open myself to that sort of darkness. I still bear the scars from the last time we had to—"

"Fine, I'm convinced." She crossed her arms. "But there's still the question of how to stop these things."

Raven nodded. "Unfortunately, they seem to be beings unusually inclined to goodness, deriving power from it. It will be difficult to fight them. For these… creatures, these Ponies… it's as if friendship_ is_ magic."


	2. A Most Unusual Country

**Chapter Two**

**A Most Unusual Country**

Beast Boy was pouting, he knew. What he should have been doing was obvious: sucking it up and being the hero Steve and Rita had trained him to be. What he should be doing was using his uniquely animal-related powers to aid in the investigation—apparently Equestria wasn't very open to outsiders, to humans. This monarch of theirs, Princess Celestia—why princess? If she was the ruler wasn't she the queen?—thought that the Ponies should get by relying on each other rather than outside help. Beast Boy was in a position to help out.

But that's not what he was doing.

He was sitting hunched up in his seat in the T-Defender, crossing his arms and scowling. The away team, consisting of Raven, Cyborg, Savior, himself, and Kid Flash, who would supposedly be meeting them on the ground, was already nervous. They were going in at 40% of the Titans strength into what was effective enemy territory, and up against an enemy that had proven hardy to say the least. Beast Boy knew his pouting wouldn't make the rest of the team any more at ease.

But seriously.

Flipping _Ponies._

Cyborg's voice came over the intercom. "We're above Equestria now. Everyone stay sharp. We're heading into their capital, Canterlot. Try not to be weird about this."

"Canterlot?" Savior rolled the word around on his tongue. "And Terra thought _behoove_ was bad."

There was a small burst of static, and then the voice of a male Pony, tinny and subdued, emitted from the speaker. "Teen Titans, this is Canterlot air traffic control. Your craft is too large for any of our landing strips, which are understandably Pony sized."

"Yo, Ponyman," Cyborg said. "Listen, this ship has VTOL so we can put down just about anywhere."

"Very well," the Pony said, though with disdain in his voice. "There is a field lying fallow near the castle. Please land there and wait for an escort."

Beast Boy sighed as the T-Defender swooped in past an enormous castle—complete with huge flying turrets and looming towers, built into the side of an irrationally steep mountain-down into a valley below. The ship set down, and Beast Boy steeled his mind for the weirdness.

**One Escort Later**

At the top of the Mountain, the Castle doors swung open. The two carriages the Titans road in—which was, to Beast Boy's discomfort, drawn by the same sapient ponies that populated the land—rolled inside. The Ponies stopped in an atrium, unfastened their own harnesses, and opened the carriage doors. Beast Boy climbed out and looked around. The ceiling of the palace was a good thirty meters above them, ribbed by intricately decorated arches and made of violet stone that sparkled with the waning sunlight. He waited for orders from Cyborg.

An armored guard approached. "The Princess awaits you."

Cyborg motioned for the others to follow, and the guard let the Titans into a huge throne room; the rear walls were draped with violet curtains, smaller blue tapestries hanging over them. The center was dominated by a golden throne resembling one that Superman had once sat upon during an incident in which he had turned evil and taken over the world; except this throne was more posh. A fountain of water flowed out from the second level into a pool at the base, which continued under the throne and presumably down into the lower levels of the castle.

The kicker was what sat on the throne. A pony is, by definition, a small horse with a particular bone structure. Beast Boy had spent years trying to get his own unstable genetics to slip into the right structure—differentiate between say a Clydesdale and a Bali Pony—on command. But Celestia, Celestia was anything but small. Towering over the two dark-furred guards who stood before her thrown, the massive white creature was somehow both Unicorn and Pegasus, with a mane that flickered with the colors of the rainbow and a horn like a greatsword. Beast Boy's brain broke in several ways.

Celestia raised herself to her full height. "Welcome to my kingdom, Titans. I wish it were less unpleasant circumstances that had brought us together."

Cyborg blinked. "Um, agreed." He paused, looked back and forth, and then added, "Your majesty."

"I'm sure you know well the story that occurred two years ago, when our realm opened up and spilled our nation out into your world. Unfortunately, there was far more to it than that. Though I may not look it, I have ruled Equestria for over one thousand years. In our own realm, we were at peace with our neighbors and our only trouble came, when it came, from within."

"What does this have to do with the terrorists that attacked Jump City?" Savior said.

Celestia smiled, but it was, paradoxically, an unpleasant expression, indulgent, a smile of warning. "I am explaining that, young human. Please have patience." Celestia motioned her head forward and her horn glowed; immediately a swirl of light and color appeared in front of her and coalesced into an image, a map it seemed, of Equestria from above. Images flickered through the air, regents with fiery manes, hulking ursine Czars, feudally inclined lords and ladies with fearfully symmetrical stripes.

"In our former realm, the other nations around us were much like our own, peaceful kingdoms of Lions, Tigers, or Bears—"

"Oh, my," said Cyborg.

"—all of them ruled by monarchs," Celestia finished. "We had no knowledge of other political structures. I will not lie and say that I have made no mistakes." The great Pony bristled, her mane shimmering. "But I have done my best to be a benevolent ruler. And certain factions within my country have chafed beneath my intolerance of exploitation and crime."

"Like the Crimson Manes," Savior said.

"Yes. Now, exposed to the ideas—and the harsh realities—of this world of humans and aliens and robots—"

"Or half-robots," Cyborg interjected.

"Would you please quit doing that?" Celestia's eyes shone fiercely.

"Sorry."

"Your enemies are now trying to rally around the banner of Democracy," Raven said. "Trying to legitimize their cause by appealing to something for which the world at large is sympathetic."

"So what do we do now?" Savior said.

"Your friend in red and yellow," Celestia said. "The one who calls himself Kid Flash. He arrived several hours ago and I sent him on ahead to Ponyville. He's there under the same pretense under which you will go: guests at the upcoming National Birthday festival, at which we celebrate the formation of Equestria. There is rumor that an attack will commence that day, and you might find your answers you seek—and save many Ponies from harm—if you attend."

Beast Boy's brain kick started at the word _Ponyville_ only to sputter and halt again at the idea of them celebrating their national birthday. He thwacked the side of his head and got it to start functioning again, though at a reduced mental output.

"But it's nowhere near July 4th," he said dumbly. "It's like March."

Savior buried his face in his gloved palm. "Beast Boy, national birthdays aren't just automatically July 4th. Equestria was formed on April 1st."

"Regardless," Celestia said. "I've already sent word ahead to my pupil in Ponyville, Twilight Sparkle. She will be expecting you soon."

"Great!" Cyborg said. "Let's go fire up the T-Defender."

"I'm sorry," Celestia said. "But my understanding is that your craft uses a Xenothium reactor core. I will have to ask you to leave your vessel here and take a coach to Ponyville, for I do not wish our land to become stained with the blight of your technology."

Cyborg slumped down and let his arms hang limp. "Aw, man."

"It's okay, Vic," Savior ran his fingers through his spiky shock of white hair. "We can lock it down. Raven's even helped me install some magical barriers in it. The ship should be safe."

"If you say so, man."

**Later, in a Pegasus-Drawn Carriage**

"I've got it figured out," Beast Boy was telling Raven. "It's obvious. Equestria was founded on April First they say? This entire nation is some cosmic trick that Mr. Mxyzptlk is playing on the world! It's a giant April Fool's joke."

Raven rubbed her temples. Beast Boy was making her headache worse with his absurd theories. Of course, absurd theories weren't uncommon from him—from his theories about the unidentified thief who had stolen Robin's Red X costume to his bizarre rationalization of Jump City's trans-continental movement from Florida to California after the time-shattering crisis three years prior. But this had become tedious.

"Why can you not just accept that there are things in heaven and earth you simply don't comprehend," she hissed. "Why does Equestria bother you so much when there is an entire city full of super-intelligent Gorillas not three thousand miles from here?"

"Wait, what, a city full of GORILLAS?" Beast Boy exclaimed. "Why am I always the last one to know about these things?"

Savior was grinding his teeth. "Do you EVER watch the news, BB? Remember ten years ago when Gorilla Grodd _stole Central City_? Or when he turned _everyone in the world into an ape?_ Yeah, that guy. He was from _Gorilla City._"

"Wait," Beast Boy said. "Gorilla Grodd is an actual gorilla? Geez, I always thought he was just some guy in a suit, like Killer Moth."

Raven privately thanked the goddess Azar that most of Savior's teeth were artificial already, because they'd be nubs soon, otherwise.

She sat back and focused her empathic senses outward, letting the cool air of the encroaching night wash over her, absorbing the good vibes of these strange intelligent Ponies. They washed over her like a symphony of the purest composition, like a salve on her soul's numerous scars. If only every nation could be like Equestria—but that was not, she knew, remotely possible. Still, it was a welcome change from the perpetual clashing of personalities that permeated her home city.

The better part of an hour passed before the carriage swooped down into a small hamlet; Raven marveled at the architecture, which incorporated both natural and artificial constructions. The library they passed over was carved into a massive living tree, somehow pulsating with life despite being hollowed out.

The carriage came to a halt before an inn on the outskirts of Ponyville, which, to Raven's annoyance, looked rather like a barn. Inside, a small purple reptilian creature immediately greeted them; to his flank was a violet Unicorn with a dark purple mane. A sparkle tattoo on her hind quarters led Raven to conclude that this must be Twilight Sparkle.

"So you're the Teen Titans?" Twilight said. She looked sleepy and annoyed at the necessity of having to be out so late, but Raven sensed from her a genuine effort at being friendly. "Nice to meet you."

She also felt a bizarre sense of déjà vu, as buried below the practiced sweetness of the Pony's voice there was something that reminded Raven of her own.

"We don't have to sleep in the hay, do we?" Cyborg said.

"What do you take us for, barbarians?" Twilight smiled, beaming pride in her culture. "I've ordered you the most comfortable rooms in Ponyville. The inn will be serving breakfast in the morning if you want it. If you need me, I live at the library."

"The one built into the tree?" Raven said.

"That's the one." Twilight motioned towards the little dragon. "Come on, Spike, I want to try and get my crystal ball up and running before the festival tomorrow."

"I'm coming, I'm coming!" the little dragon called. As he went out the door, Raven could hear his voice grow fainter. "I've never seen a human before, though. Isn't she beautiful?"

"Honestly, Spike, do you get amorously infatuated with everypony—er, every_ person_—you meet?"

Raven turned to take in Savior's expression, but to her surprise, her lover seemed not to have even noticed the small dragon's comment, instead trying to get the satellite uplink of his communicator running.

"Blasted magical interference," he was muttering.

"Well!" Beast Boy said, "I don't know about you all but I've had enough weirdness for one day. I'm going to go turn in."

But before the green shapeshifter had taken two steps, he slammed into a sudden wall of red and yellow—Kid Flash had appeared between him and the stairs.

Beast Boy rubbed his nose."Dude, what's the deal?"

"Sorry," Kid Flash said. He adjusted his goggles, sliding them up so that they didn't cover his eyes. "I've been busting my spandex-clad butt to get some work done today and I want to share all this stuff that's been building up in my head before it just drives me crazy and—"

"Kay-Eff!" Cyborg shouted. "Enough, we get it. Debriefing before rest." He turned to the others. "Everyone who has a bladder, empty it and meet me in my room in ten minutes."

"Sorry," Kid Flash said. "Hyper-accelerated metabolism. Doesn't just apply to running."

**One Bathroom Break Later**

In Cyborg's room, Kid Flash had pulled his hood off and removed his goggles, letting his shock of auburn hair fall freely about his head. His face was showing fatigue, but he had a big grin plastered on his jaw and he seemed unusually relaxed. Cyborg's mechanical eye analyzed his motions, and despite the faster-than-usual facial ticks, he didn't read any of the tension that usually plagued the speedster.

"What are you so happy about?" Savior asked, scowling.

"This place is nice," Kid Flash said. "Just nice, you know? Good vibes. Not like Central City. People are nice here. Helpful even. You should meet this one Pony, Pinkie Pie she's like a party on hooves. Totally spastic."

Beast Boy, sitting against the corner of the room, bristled and Cyborg restrained the need to sigh.

"There is tension here too," Raven said. "But you're right at least that these Ponies are unusually prone to cooperation and good cheer."

"Anyway, enough of that," Kid Flash stood, moving with his usual impatience. He blurred about the room, streaks of red and yellow, hastily assembling a bulletin board onto which he rolled out a large roll of paper he had produced from seemingly nowhere. He uncapped a Sharpee and began quickly sketching; after a moment, Cyborg realized it was a map of Ponyville, and an intricately detailed one at that.

"Now, I've scouted the whole town and the surrounding area," Kid Flash said.

"Why don't you just use the holographic interface from your communicator?" Savior said. "The thing is preprogrammed with mapping functions."

"One," Kid Flash said, "Magical interference screws things up and gives me all sorts of non Euclidean geometry, and two, I don't understand your old fashioned "Android" interface. I'm from the 31st century, remember?"

"Anyway, the point is, the festival tomorrow will be taking place in the center of town, here. The Ponies are providing some of their Wonderbolts to patrol the skies, so we won't have to worry about an attack from above. The real danger is the north end of town. It's wide open, so it's easy to sneak into."

"You really think they'll take the direct approach?" Savior said. "That's tactically unsound."

"I've spent the last three hours identifying and plugging up underground passage ways and weak points in the space-time continuum. The direct approach is the only approach they have left."

Cyborg crossed his arms. He appreciated that Kid Flash was on the ball, but he was worried that this was overconfidence.

"Don't give me that 'you're worried I'm overconfident look," the speedster said. "There's still a big security hole here. Hundreds of Ponies will be travelling to the town for the festival tomorrow and we have nowhere near enough personnel to vet them all. This place has never even heard of terrorists before, let alone developed effective counterterrorist measures."

Cyborg glanced over to Savior. "I'm going to defer to you on the strategy here, Noel."

Savior stroked the tip of his chin for a moment. "We'll need Raven to sense for emotional anomalies and be on hand to throw up force fields around potential targets. Beast Boy, as much as you don't like this, you will need to mingle with the Ponies as a Pony. You'll be able to get things from them that we humans can't."

Beast Boy just nodded, didn't respond.

Savior sat back. "Cyborg and I will have to keep our eyes peeled and move to intercept anything that comes up, and Kid Flash will be on patrol."

"Alright, everyone," Cyborg said. "We all need to get some rest. Beast Boy, make sure you can transform into this Pony species on command."

Beast Boy gave Cyborg a kicked puppy look and stormed off towards his own room.

**Meanwhile, At the Library**

"You aren't going to bed yet?" Spike whined, half laying across Twilight's cot his head hanging off. "You've been fooling around with that cyrsal ball for hours."

"I've almost got it up and running," Twilight said. "You don't understand what we're up against, Spike."

"I read you the letter that explained what we're up against!" he shot back.

Twilight looked over at him sardonically. "Do you know what the word _nationalist_means?"

"Um, no…"

"Or _logistics_?"

"No."

"Or _seemingly_?"

Spike threw his hands up in defeat. "Okay, fine, I didn't understand the letter. But I know it sounds bad, isn't that enough? I still don't see why that means you have to keep _me_ up."

"Don't be such a baby, Spike." Twilight made a delicate magical gesture with her horn, tapping it against the crystal ball gently, forcing her will into it. Suddenly, it leapt off the ground and began hovering just inches above the floor. The crystal crackled to life. Twilight peered into it and saw darkness, impenetrable darkness. Then, there was a faint light—two lights, actually, glowing red. They grew brighter… and then the crystal reverberated with a voice.

_Princess. Listen to me princess. The time for subservience is over. Look at you—you could have been a GOD and here you are reduced to infancy, to nothing. Co-ruler of Equestria—don't make me laugh._

Another voice, higher pitched, terrified. Luna's voice.

_"Who are you? What do you want from me?"_

_I am that which haunts the darkness of mankind's soul. I am the curse that goes whispered beneath the stars. And if you'll let me, I can be your friend, Princess Luna._

A chill ran down Twilight's spine, all the way to the tip of her tail.

This was something new, something that Celestia didn't know about, surely, or she would have done something about it.

"Am I the only one who heard that?" Spike said.

"No." Twilight rose. "I have to warn the Titans—"_  
_

_Titans, my dear girl?_

Her head jerked back down to see the crystal ball. The two red eyes were now focused on her.

_No, you will not warn the Titans._

There was a flash of violet, and then Twilight and Spike saw nothing but darkness._  
_**  
**


	3. All The Ponies Down in Ponyville

**Chapter Three  
All The Ponies Down in Ponyville**

Beast Boy sat at a table in the inn, which was covered in apple fritters, dumplings, and cider. These Ponies seemed unusually obsessed with apples. Beast Boy took a bite of the sweet confection in front of him, which the serving Pony had told him was called Apple Surprise. Beast Boy had hoped the surprise wasn't hay. As best he could figure, it was actually carrots or something.

He glanced back down at the screen of his communicator, which just ticked over to 7:32 AM. He felt a smile tug at his lips.

"You've been staring at that watch for the past thirty minutes," Kid Flash said, appearing in the seat next to him. "What gives?"

"Seventeen seconds ago, my April Fool's Day joke on Terra just went off. I wish I could see the look on her face."

"Oh, really, what was it?" Kid Flash beamed.

"Filled her shampoo with green hair dye. She always gets out of the shower at exactly 7:32, so I'm sure she just noticed."

Kid Flash arched an eyebrow. "Um, Beast Boy, I think you're forgetting something."

Beast Boy's mind raced and then hit the brick wall of his obvious mistake. "Oh, crud!" he said. "It's still the middle of the night in Jump City."

Kid Flash nodded. "Bingo."

"Well, at least I get to experience the pleasure of watching the clock roll over her a second time. I'll just set my alarm for eight hours from now and then she won't know what hit her. —"

Kid Flash smirked. "You put it in her shampoo bottle?"

"Yeah."

Kid Flash disappeared; Beast Boy stared at the empty space where he was for a second. When he reappeared, he set a bottle of VO5 down on the table. "You mean _this_shampoo bottle."

"DUDE!" Beast Boy said. "No fair, put that back!"

"April Fool's pranks are cruel, and you should never perform one," Kid Flash said, grinning ear to ear. He began shaking the bottle of shampoo at centrifugal speeds. When he was done, he tossed it across the room and it thudded against the wall, thin slid into a waste basket. "There we go, I've applied so much G-Force to it now it's chemically inert."

"I despise you!" Beast Boy said.

"Who despises who now?" Cyborg thumped down the stairs stuffing whole apples into his mouth.

"I ruined his April Fool's Joke on Terra," KF said.

"We have to fix that blasted security handprint scanner, Vic." Beast Boy sat back in the chair. "It lets just about anybody in the Tower."

"Man, I fixed that thing three years ago." Cyborg shrugged. "Kid Flash is just actually one of the people on the list."

Savior and Raven came down from their shared room, arguing about something political that Beast Boy didn't want to even listen to, let alone comprehend and contribute to. He finished his breakfast and then limbered up, focusing on the idea of _Pony_. He had to be careful not to transform himself into a hideous genetic abomination. (He was aiming for 'adorable genetic abomination' after all.)

"Tell that to Joseph Lieberman!" Savior barked at Raven, just as the door of the inn burst open. A white Unicorn with a deep violet mane rushed in.

"Oh, dear, oh, my, oh!" she shouted. She skidded to a halt and regarded the strange un-pony like figures around her. "You are the Teen Titans, correct?"

Cyborg nodded. "Yeah, what's the problem?"

"You just must come to the library immediately! Something horrible has happened."

**Later, at the Library**

"There was blood everywhere, blood, and gore, and entrails!"

"Beast Boy!" Savior growled. "Stop talking about Zack Snyder's film career and get in here."

Beast Boy grudgingly disengaged from his conversation with the nerdy Pony outside Twilight Sparkle's library and entered. The room was a mess, with books thrown all over the place. The window above the little cot was cracked where a particularly thick tome had slammed into it, and papers and overturned tables lay in the corners. There seemed to be a blast radius here, a blast radius with no bomb.

Twilight herself, as well as her little dragon Spike, lay on the rug in the middle of the room.

"When she wouldn't open up or respond," the white Unicorn, Rarity, was saying, "I used my horn to unlock the door and let myself in. I found her like this. I'm so sorry, I wish I could have been there."

"It will be okay," Raven told the Pony. Spike was already stirring, but Twilight still lay motionless. "She's just unconscious."

Raven placed two fingers between Twilight's eyes and focused. The witch's eyes glowed white and she whispered her mantra, calming herself as she reached into the Pony's mind.

"She was hit with some sort of psychic attack," Raven said. Energy built up around her arm and flowed into Twilight's head. Moments later, the Pony stirred, groggy, her eyes searching.

"What happened?" Twilight said. "I remember.. I was looking into my crystal ball, and then…"

"There was a voice," Spike said. He totted over to Twilight, stroking her mane. "I remember that part really well. Someone was telling Princess Luna that she wasn't worth anything, that she could be a god again, or something."

"Princess Luna?" Savior said. "Who is that?"

Twilight stood up on wobbly legs. "Luna is Celestia's sister, who controls the powers of the moon. A thousand years ago, Luna gave into the darkness inside her and transformed into a powerful goddess, Nightmare Moon. But we defeated her and returned her to her former state. She's supposed to be at the Palace with Celestia."

"Did you recognize the voice? Or get any perception of who was speaking? "

"Not really," Twilight said. "I can only barely remember it. But there were eyes. Two big red eyes."

"You're sure it was two eyes," Savior said immediately. "Not four."

"Uh, yeah," the Pony said. "I'm positive."

"Trigon is no longer a threat, Savior," Raven said harshly. "I've made sure of that personally. This could be a lot of things. Even just some bitter spirit that crossed the barrier between dimensions when the Equestrians did."

"One of Trigon's sons?" Savior said.

"I could have sensed their presence in her mind," Raven said. "I know what my own family feels like. This feels like… like _nothing. _A void. Whatever did this to Twilight hid its tracks well."

"Is there anything I can do?" Twilight Sparkle said. She began looking back and forth from Savior to Raven like a violet pendulum, except full of brains. "With all this talk of demons and voids, I sort of feel like a third wheel."

Cyborg strode out of the corner of the room, holding onto a half-charred piece of parchment. "This is a letter from the Princess," he said. "You keep in touch with her."

Twilight offered up a proud smile "I'm her star pupil."

"Contact her," Cyborg said. "Tell her that her sister is in danger, that something is trying to poison her mind. Where is that crystal ball anyway? Maybe we could get some clues by examining it."

Twilight looked around, eyes bleary. Her horn crackled with energy; but the ball was nowhere, only dust on the rug stirred, lightly.

"The attacker must have destroyed the crystal so it couldn't be traced," Raven said. "Definitely not an amateur."

"This is a headache we don't need," Savior said. "We're already expecting Crimson Manes."

"Oh my!" Rarity said. "The Crimson Manes, here?"

"Nice job," Cyborg said, slapping Savior on the back. "Why don't you tell her your secret identity while you're at it."

Savior gave Cyborg a withering glare and stepped outside to sulk.

**Hours Later, at the Market**

Beast Boy strode forward on four hooved legs, feeling unusually self conscious. It was different. Most of the time when he transformed into an animal, he was still among humans who knew what he really was and identified him only as a shapeshifter. Here, however, he felt like some sort of bizarre pretender, like he was behind enemy lines. He took a few steps towards the nearest vender, where a Pony was selling watermelon seeds. She told him she was closed at the moment, so he took a step to the next vendor, which was selling carrots. There was a golden pony with a flowery mane behind it.

"So," he said, in a conversational tone. "You like carrots?"

The Pony eyed him oddly. "What, like, no. I just work here. Carrots are gross."

Beast Boy recoiled with embarrassment, and the Pony leaned forward, frowning. "Are you like, going to buy something? If not, I'm going to have to ask you to, like, leave."

"Alright, already, I'll go." Beast Boy cantered away feeling defeated. What was he doing? He had no idea what these Ponies liked, how they thought, what kind of small talk they made. It wasn't just culture shock, it was culture void. There was no point of reference for him to even guess what to do. He was just about to give up and return to the inn when he noticed a pair of enormous blue eyes staring at him from the corner of his peripheral vision. He craned his neck around to look, and found that a pink Earth Pony, grinning ear-to-floopy-ear, leaning into his face. Her eyes seemed transfinite, growing larger the closer she leaned into his personal space.

Finally, the Pony let out a gasp.

"Ohmygosh! Yourenewhere! Youmustbehereforthefestival!"

"What?" Beast Boy gasped, falling back on his hind quarters.

"You're new!" the Pony squealed. "What's your name? Do you like bunnies or rainbows? Where did you grow up? What is your mother's maiden name? Have you ever been to rehab for sugar addiction? That's where I met my first boyfriend. Speaking of sugar, do you like cupcakes? I bet you like cupcakes! Do you want me to get you some cupcakes, 'cause I totally just made a batch!"

"Stop!" the Titan shouted, crawling away on his hoofs and knees as the enormous abyssal eyes of the pink Pony progressed towards him.

"Sorry!" the Pony beamed. "Sometimes I get carried away. My name is Pinkie Pie and I'm SOOOOOOOOOO glad you're in town! You seem to be the first arrival. I mean, other than those crazy humans. Can you believe it, humans in PONYville? They might as well just rename the place HUMANville now, amirite?"

"No!" Beast Boy said, trying to be as forceful as he could and shut down the barrage of questions. He remembered Pinkie Pie was the Pony Kid Flash had mentioned earlier. He could see why they got along, now. He tried to sound reassuring. "Ponyville is a great name! And, uh, sure, I could go for some cupcakes. As long as they're vegan."

"Totally!" Pinkie said, though from the expression on her face, Beast Boy wasn't sure she even knew what _vegan_ meant.

As the two of them walked along, Beast Boy blushing brown from the stares he was getting. Random Ponies on the street began gossiping. He glanced at Pinkie Pie, who was still talking a mile a minute. "I read this comic book from Canadia and it said that vegans had psychic powers and since I'm an Earth Pony and don't have psychic powers naturally, I thought I'd give it a try and then I'll have psychic powers, just like Twilight."

Beast Boy stopped. "You know Twilight Sparkle?"

"Oh yeah!" she said. "Do you have a crush on her? I bet you have a crush on her. She's such a pretty Pony, everypony has crush on her. I could hook the two of you up."

"NO!" the green Titan stammered. "I mean, no, sorry. I'm already taken."

Pinkie beamed. "Suuuuuuuuure you are."

Beast Boy gritted his oversized teeth. He resolved to steer the conversation back towards something useful.

"Say, you noticed I was new around here pretty quick," he said. "I was wondering if you could help me out."

"Oh, really, how?"

"Well, see, the truth is, I'm not actually here for the festival. I'm a special ops Pony." He looked shiftily, side to side. "You know, for Celestia herself."

"Is that why you're green?" Pinkie said, giggling. Beast Boy had no idea where that leap of logic had come from, but he went along with it.

"Right, exactly. I was wondering if you could report suspicious activity. You know, vigilance is key."

Pinkie nodded. "You talk with big words. You must be really smart, like Twilight. But sure, I'll help ya out. Where should I find you if I see anything…"—she paused, glanced back and forth—"Unusual."

Beast Boy thought a moment. "I'll be around, maybe towards the inn. But I've got to go do some more top secret investigation stuff now."

"Sir, yes sir!" Pinkie said. Beast Boy moved away and cantered off before she got any ideas to follow him.

**Somewhere North of Ponyville**

Kid Flash wasn't one to sit still for long; another four hours of waiting for the noon-time festival didn't strike him as a fun time. So he did what he did best: he ran. The lands north of Ponyville were vast and untamed, full of strange creatures and stranger vegetation, the worst of which were huge carnivorous flowers with heads like watermelons. Except instead of juicy sweet fruit, they opened to contain razor-sharp fangs. There was rarely more than one of them in a single spot, though, since they were immobile, yet had to compete for the prey that wondered too close.

So he dodged in and out of the radius of the flowers and headed towards the only spot he hadn't checked yet: a mountain, steep and gray, shrouded in mist. The Ponies didn't have a name for it and spoke of it in fearful whispers. Nopony ever went up that mountain and came back down, they said. Well, lucky for Kid Flash, he wasn't a Pony.

The climb was steep, and super speed wasn't a huge help on the slick rocks, but KF gradually made his way up it, stopping to take water from a spring halfway up. Further up, there was a depression in the mountain, a craggy valley between two peeks. He carefully made his way along through it. When he reached the innermost part of the mountain, he stopped dead in his tracks. There was a beautiful lake before him.

Above that beautiful lake was a fleet of Zeppelins: nearly a dozen huge armored blimps with the Crimson Manes emblem painted on the noses, golden and shimmering even in the faint light that made it through the mountain mist. He took a closer look and saw that dozens of workponies milled about the base of the ships, some of them Pegasi taking off and performing maintenance to the top.

"They're not planning a terrorist attack," he thought aloud. "They're planning an invasion!"

Just then, there was a whistle, loud and shrill, from above and to his right. Kid Flash looked up to see a building of some sort, constructed of wood and no doubt housing the command of this base. An Earth Pony leapt down from above and delivered a powerful kick into Kid Flash's chest that sent him careening into a nearby bush.

"We have an intruder!" the Pony called. "Show him what we're made of! For the Shadow Commandant!"

Kid Flash held his aching ribs in his arms as he got up. What the heck was the Shadow Commandant? He didn't have a whole lot of time to ponder that because half a dozen Earth Ponies were charging at them, so he took off across the valley, running at super-speed across the lake and towards the blimps. He had to know what sort of ordinance they were packing, what sort of armor they had. He reached the other side of the lake and skidded to a halt, one Pegasus slamming into the ground in front of him and another into the ground behind him.

A boarding platform, wooden and wrapped in vines, stood by the nearest Zeppelin, so Kid Flash darted to it. He climbed aboard the command deck and ran towards the controls, looking for anything, for readouts, labeled buttons—but there was nothing. He manipulated a lever that looked like it might drop the bombs, but the thing didn't even move. He put more and more strength into it, trying to force it, then using super speed to vibrate it…

It snapped off.

"What the heck is this thing—"

But before he could think any further, he was gripped by a powerful force and hurled across the deck and out an open window. He tumbled across the ground. He tried to recover, but found that he couldn't move, found himself stuck. Like a heavy weight pressed over every part of his body. From his new angle on the ground, Kid Flash realized that the golden light from the Zeppelins wasn't reflecting from the sun after all, it was emanating from the blimps themselves, flickering in and out of focus. He realized this meant something, something he should be able to puzzle out, but he was having trouble concentrating.

Then there was a violent, invisible impact against his head, and he fell unconscious.

**Back At The Ranch. Or Rather, Sweet Apple Acres**

"Git that wagon loaded, Macintosh!" Applejack barked. "These festivals don't supply themselves. Apple Blossom, make sure Granny Smith takes her fluid pills by one 'o'clock. And for the love of Celestia, Apple Bumpkin, stay out of the 'shine: we need it to make cider."

The various Ponies began cantering about the farm fulfilling their assignments and Applejack moved to help Macintosh with the loading. But as she turned she ran smack dab into a wall of green fur. She backed away and, if it weren't the darn-tootinest most beautiful hunk of man-pony she'd ever seen. She stared at him for a moment, trying to take his measure, but he just regarded her with a perplexed expression, halfway between a frown and a gasp. One strangely sharp, almost fang-like tooth stuck out from his lower jaw, but it only made Applejack's heart flutter. She loved a colt with a wild side.

"Hey there," the green Pony said. "I'm Beast B—Beast Buck. Yeah."

"How'd a fine lookin' Pony like yourself get saddled with a name like that?" Applejack said. It was a right awful name, and made his shade of green seem less appealing. She'd never seen such a funny colored Pony, but she'd written it off to him being from up North, just in town for the festival. There was more to it, though. He carried himself funny, and there was that tooth… She cocked her head to the side. Something just wasn't right about this tragically-named feller.

"Well, you see, um." He leaned in close, whispering. "The truth is, I'm a Secret Agent on a special mission from Queen Celestia herself. I'll be around town during the festival, and I want you to report any suspicious activity. We may have reason to believe the Crimson Manes are plotting something."

"I'll be saddle sore, the Crimson Manes?" Applejack spoke low, but glanced over to see if any of the others had heard her. Apparently they hadn't. "All right, if I see anything unusual, I'll let you know."

It wasn't until a good fifteen minutes later that the nagging doubts came back, when the wagon had stopped halfway to Ponyville due to a traffic accident. Some stupid filly had crashed her cart of watermelon seeds and spilled a bunch of them, causing delays. Applejack hated delays.

She hated mysteries and lies more, though. That sharp tooth o'his. It was completely unponylike. She'd seen teeth like that on a dragon, not a colt. And what had he said? He was on a mission from _Queen_ Celestia. Nopony called Celestia a queen, nopony except those propaganda slingers at the Crimson Manes.

She forced Macintosh to head on, the wheels of their wagon crushing the few remaining seeds the filly had missed into the dirt path, despite the filly's protests.

Suddenly, Applejack was a lot more eager to get to that festival and figure stuff out.

**Stuff**

Kid flash stirred. His goggles were cracked, pieces missing, giving half the world a yellow tinge and half of it full color. He was in a bare room, an earthen floor cold against his body; the only light was more of the mist-dimmed radiance, coming in through the windows. Then, the door opened and he had to squint against the brightness. A four-legged creature strode towards him. Her hooves were not just shoed, but encased in boots of iron. Her coat itself was a dull red, with a fiery orange mane. A golden cape was draped over her back, and the horn on her head was razor sharp. As if she wanted to drive that point home, half a dozen rapiers hovered in the air around her in a telekinetic field, shining in the dim light. Over her right eye, there was a black patch; apparently this Pony had seen plenty of battle.

"I'm glad to see you're awake. Did you really think you could break into a Crimson Mane outpost and make it back out in one piece?" the Pony bragged. A grin played across her face. "I don't care what bizarre human powers you have. You can't survive my matchless telekinetic talent."

"Your Zeppelins," he said. "They're decoys. The controls don't work and the blimps themselves are just holograms."

The Pony's eye widened. "You're an astute one."

"I'm a Teen Titan," Kid Flash said. "Being astute is our job."

_A Titan, eh?_ A new voice, dark and masculine, echoed from the walls. _So what the meddling Pony with the Crystal Ball said is true. Titans are here._

"Who said that?" Kid Flash looked around. Suddenly his heart was pounding faster than usual. The voice was unfamiliar, but there was a certain candor to it, something unnerving, like a distant memory.

_I'm an interested party,_ the voice said. _I don't recall the whole story myself, but I know it has to do with the Teen Titans. An enmity between me and the woman, that witch, Raven. She will strike my head, I will bite her heel. Something like that._

"What shall we do with him, sir?" the one-eyed Pony said. She, despite having enough telekinetic power to shut down Kid Flash with a single blast, seemed afraid.

_Keep him here. _The voice was letting its guard down, emotionally. As if the presence of a Titan made him eager. _I would like to learn what I can from him._

"And all the Ponies down in Ponyville?" she said. Her throat twitched like she was trying not to gulp.

_Continue with your plan. Once they are defeated, you may do with them as you wish. Just leave the Titans to me._


	4. Twenty Percent More Dangerous

**Chapter Four**

**Twenty Percent More Dangerous**

Luna wasn't sure where she was or how long it had taken her to reach it; her legs ached like she'd been walking for hours.

She wished she'd put on a pair of shoes before heading out this way, but something had cautioned her against it—she couldn't shoe herself, hold the hammer and the nail at the same time; she'd tried so many times before, but even with magic it didn't work, the sensation of the nail driving into the keratin causing her to lose focus on the spell. She didn't want anyone to catch her sneaking out of the palace. So she walked on bare hooves, stumbling, exhausted, yet drawn. It was like being in a tunnel and knowing that the only way to reach the light was to move forward.

Beside her, she saw a sign, absently, barely registering it: _Ponyville, 2 Miles_.

**Finally, The Festival**

Beast Boy was glad to be back in human form; the festival was starting and the Titans were moving into position. Raven, however, looked worried.

"Kid Flash was supposed to be back an hour ago," she told Cyborg. "He hasn't even called in a report."

"I know, Rae," Cyborg massaged his scalp. "But what can I do about it? The Kid can take care of himself, but we can't abandon Ponyville to send out a search party. At least, not until we've uncovered whatever the Crimson Manes are up to. For all we know, they went after him to lure us away from the town."

"So we should just abandon him?"

Cyborg bared his teeth. "I didn't say that. We'll look for him, just not yet. Not until the town is safe."

Raven looked towards the North, towards the distant mountain. She felt his presence somewhere in that direction, but it was faint, miles of distance and fields of magic separating them. There was something else, too, that same void-like presence she'd sensed before in Twilight's mind. Cyborg didn't fully understand: this worry, this blind spot was pulling on her focus. She couldn't put the full extent of her empathic senses to work scanning Ponyville when Kid Flash's safety was distracting her. Her thoughts kept turning to that mountain, and she wondered if she shouldn't go and investigate herself in spite of Cyborg's orders.

But shortly thereafter, the festival was gearing up, and she forced her worries aside. She reached out with her senses; most of the Ponies were happily oblivious to the threat, though a few outliers remained. In the towns square there were dozens of benches arranged around a central platform, where a khaki-coated Pony with silver hair, the mayor of Ponville, was about to speak. Raven had met with her earlier to explain the situation with the Crimson Manes, but the Mayor seemed confident that the Titans could stop it—too confident, Raven thought. It was her decision not to inform the general population to be on high alert.

"Citizens of Ponyville!" the Earth Pony called from her podium. "And fillies and gentlecolts of all Equestria! Welcome to the 1002nd anniversary celebration of our great nation's birth."

**Later, After the Boring Welcome Speech**

Beast Boy, glad to be back in his human form, stood in line for punch. Half a dozen Ponies later, he poured himself a glass of some sweet pink confection and threw it back, before heading on to the buffet-table covered to the point of overflow in plates of food. Up ahead, there was a yellow Earth Pony with a wavy pink mane and tail standing alongside a sky blue Pegasus with rainbow-colored hair. The blue one was grinning at the Pony serving the food.

"I'll have a couple hot dogs, please," she said.

"Certainly, Rainbow Dash."

Beast Boy's eyes widened as the server moved two char-broiled franks from the table into the Pegasus' plate.

"What the hell!" he blurted, horror twisting through his spine. "You're eating meat? Why on Earth are you eating meat?"

"Cuz it's good, duh!" Rainbow Dash said. "Everyone knows meat is twenty percent better than… stuff that isn't meat."

"But you're PONIES!" Beast Boy fell to his knees, pulling at his hair. "Ponies don't eat meat!"

The yellow Earth Pony brought a hoof to her mouth, looking aghast, her eyes widening and shimmering with nascent tears.

"W—we don't? Oh my."

"You're supposed to be herbivores! You eat apples and carrots and—"

"And hot dogs!" Rainbow Dash said. She bit into her hot dog and ripped it in half, wolfing it down in a single gulp. "Come on, Fluttershy, let's let this weirdo have his space."

"Um, okay," Fluttershy said. As they walked off, she eyed her own plate of food fearfully. "But what if that human was right about not eating meat?"

"Get out of town," Rainbow Dash said. "Only snooty effete snobs are total herbivores. Like Rarity."

Fluttershy blinked. "Oh, my."

Beast Boy was still twitching after he had filled his plate with apple fritters and tall stacks of the most excruciatingly healthy, tasteless vegetables he could find, and began munching on them in a quiet corner away from the other Ponies. He was halfway through with his dinner when he noticed a large pink body sitting next to him.

"Hey there again!" Pinkie Pie said. "I brought you those cupcakes!"

"Aaaahhhh!" Beast Boy nearly toppled over; his plate poured out across the ground. "You—how did you know it was me?—I mean, I was it?—I mean—"

"You're the only one in Ponyville that smells like Axe Body Wash," Pinkie explained. "Most Ponies around here use Old Spice."

Beast Boy rolled his eyes. "Of course."

Pinkie Pie offered him a plate of cupcakes and Beast Boy stat by her snacking on them for a moment, contemplating deep things and wondering if he'd made the right decisions in his life. Actually, now that he thought about it, it's not like he'd done that much in the way of decision making. His parents, Mark and Marie, were the ones who had decided to take him on that Safari where he'd been bitten by a diseased monkey and given the gene-destabilizing sakutia virus. It was Steve Dayton and Rita Farr who had taken him in after his parents' untimely demise and trained him to use his powers to fight crime. And by the time Beast Boy had been old enough to make his own decisions, superhero adventuring had been so instilled in his brain that he never really guessed he'd spend his life another way. What if he'd gone a different route—become a movie star? He could play an alien with his freakish appearance, or even transform into animals and let the SFX gurus paint the green away.

"—and that silly watermelon seed vendor keeps crashing her cart all over the city." Pinkie finished.

"But no bombs, no people sulking around?" Beast Boy said.

"Oh, I've seen a few people, but no ponies."

"Wait, you saw more humans?" he said. "What did they look like?"

"One was big and looked like he was assembled from the innards of a blender, and another had this shimmery blue cloak all around her and hovered off the ground even though she didn't have wings."

Beast Boy sighed. "Never mind, those guys are with me."

He was about to get up and leave when there was a murmur that began erupting from the crowd of Ponies gathered and spread around. Beast Boy glanced at Pinkie, who simply shrugged. He got up and accosted the nearest panicking Pony.

"What's going on?"

"There's an attack!" the Pegasus cried. "Blimps are coming this way, big ones, and an army of Ponies."

Beast Boy darted from under the tent and towards the center of town until he saw Raven hovering above the gathering, her cloak billowing. The black runes embroidered into the silver lining glowed with a faint blue light. He looked off north, in the direction she was looking, and could make out more than a dozen enormous golden shapes hovering towards them, Crimson Mane emblems painted on the noses. They were escorted by dozens of Pegasi, some of which were drawing chariots full of more attackers.

Beast Boy approached Raven and called up to her. "What's going on!"

"It's the Crimson Manes," Raven said. "They're not plotting a terrorist attack, they're plotting an invasion. Those zeppelins could be carrying enough ordinance to destroy all of Ponyville."

"Any ideas?"

"Get ready to fight!" Raven said.

Moments Later

"I had hoped to avoid this," the Mayor said from behind the podium. "But it looks as though these ruffians have forced our hands. Our fair town is under attack by a vicious and malign force of political dissidents, and we must defend it. Anypony and everypony who wishes to volunteer for the fight, please step forward."

Dozens of Unicorns, Pegasi, and Earth Ponies stepped forward, unusually grim expressions on their faces. A blue one with rainbow hair hovered at the front of all the others. "We'll take the fight to them!" she called. "We'll show those Crimson Mane's what's what!"

A cheer rang up from the crowd.

"Thank you, Rainbow Dash," the Mayor said.

That, Savior felt, was his cue. He stepped forward with a polite nod to the mayor.

The Mayor bristled, but turned to the volunteers. "I'm sure some of you have noticed our unusual visitors, an envoy from the United States of America. While I'm sure many of you surmised that they were here for the festival, the truth is much graver. These humans are members of a superhero group known as the Teen Titans, and they came investigating a potential terror plot by the Crimson Manes. This is Savior, and he has been appointed to coordinate the strategy of the resistance."

"Oh, my," a yellow Pony with a butterfly on her butt said. "That seems awfully pretentious."

Savior choked back venom.

"Why does it have to be a human?" Rainbow Dash shouted. "We can handle our own resistance."

"I appreciate your enthusiasm, Miss Dash," Savior said, trying to strike a diplomatic tone; though, Rainbow Dash did not seem to be a diplomatic Pony. "But I have years of tactical experience in both simulation—"

"So what, you've played a lot of video games."

"—_and _in the field," he emphasized.

"Fine, fine," Rainbow Dash said. "But I'm going to help. I've studied the Wonderbolt flying maneuvers for years. There's nobody in Ponyville better at pulling off fancy flying tricks."

In the face of the incorrigible blue Pegasus, Savior did the only thing he knew how: relent.

"Fine, we'll ride together. I need everyone to cooperate, though. First, we need to get every flying chariot in Ponyville prepared. We don't have much time before the zeppelins get here, so you'll all need to act fast. If you have any magic weapons, bring them. And most importantly, we need to get the people not able to help with the relief effort to a safe spot, prefereably somewhere outside of the town."

An Earth Pony in a cowboy hat (?) stepped up. "I got just the place!" she said, bizarrely in a Southern American accent. Savior thought he would never understand this damn place.

"Where?"

"Sweet Apple Acres! It's my farm, outsida town."

"We'll need an envoy to get them there," Savior said. "Any volunteers?"

"Oh, I'll do it!" the voice belonged to a hyperactive, twitching little pink Pony in the front row.

"I'll help out too," said a Unicorn; Savior realized belatedly, that it was Rarity.

"Good, good," Savior said. He took a deep breath. They were cutting it very close, but they had a plan. They had a fighting chance. Cyborg was still trying to get the T-Defender's remote control online to call it over; if they could do that, there would be no need to throw Pony bodies at the problem at all. The problem was, the magical interference was blocking his radio signal, and getting Twilight to contact the Princess was out of the question. Raven was emphatic on that last point, though Savior had not had time to as why.

So they were ready as they could be—the question was, were they ready enough?

**And Then It Was Time for Equestria to Drown in the Sweet Sorrow of the Clash At Ponyville!**

"They're on my flank!" Rainbow Dash called, whirling in and out through the paths of beams of solar energy that lanced out from the halberds of a Crimson Manes soldier, sky chariot dragging behind her. Savior, in the seat of the chariot, raised a magic crossbow given to him by the Mayor of Ponyville. The tips of the bolts had been blunted, but in turn enchanted to deliver an electrical jolt to the target. He let several fly, two of them flying wide but one of them hitting the attacking Pegasus in the side of her silver helmet.

Savior shielded his eyes from the spark and hoped her wings kicked in before she slammed into the ground below.

"Nice shot!" Fluttershy called from nearby. She wasn't dragging a chariot herself, giving her more mobility to weave in and out of enemy fire. The yellow Pony zoomed up and kicked the side of a chariot, but it barely rocked as it moved forward.

"Damn it, Fluttershy!" Savior called. "You have to put more oomph into it!"

Fluttershy swooped in and tried again, but again her kick barely made a noise. Savior dodged electrical bolts from another soldier and returned fire with a crossbow bolt.

"You little priss!" Rainbow Dash cried. "You can do better than that!"

"You will NOT talk to me that way, Rainbow Miriam Dash," Fluttershy said. "I am not prissy."

"If you don't kick harder these guys are gonna have baby dragon legs for Dinner!"

"No!" Fluttershy said. "Not Spike!" The yellow Pegasus suddenly unleashed a burst of speed and slammed her rear hooves into the harness between a chariot and the Pegasi who drew it. The wood cracked and the metal was wrent in two. Two Pegasi and an Earth Pony riding in it tumbled out and plummeted towards the ground. Savior reached into a pouch that hanged from his waist and nocked his crossbow with a couple of Tornado Bolts, then fired them towards the falling Ponies to cushion their fall.

"Why do you keep doing that?" Rainbow Dash said. "They're the enemy!"

"I'm sorry, I'm in enough trouble with the superhero community." He loaded a couple more bolts. "Allowing the deaths of extra-dimensional ponies probably wouldn't go over too well with the Justice League. Batman in particular is partial to cute things."

The blue Pegasus dodged in and out of a funnel cloud blast, and then a blast of fire. "Are all humans patronizing jerks like you?" she said.

"Pretty much," he said. "When you get right down to it."

**Meanwhile, In Another Chariot**

"I've been waiting for an opportunity to test out some of the magic I've learned," Twilight Sparkle said; she threw up a telekinetic field to stop incoming attacks from sniping they pony that drew their chariot. "But it's awful that this is my first chance to put them to use."

"You'll have your opportunity to use these powers in non-violent ways," Raven said, hunching down and sending a wave of dark energy to intercept incoming blasts of magic. "Right now, it's best to accept that there's no way around it and be thankful that you have them."

The half-human witch extended her hands, light dancing from the runes on the finger tips of her gloves. "Azarath Metrion Zinthos!" Raven called. Half a dozen fireballs lanced out from her fingertips and seared the sky, exploding in front of an oncoming wave of enemy Ponies. There wasn't much in the way of incendiary magic in them; the force simply stunned the Ponies and let the chariot slip by. Up ahead, the nearest zeppelin loomed.

"Bring us up to that blimp!" Twilight called. "We're gonna broadside it!"

"Aye, aye, Miss Sparkle!"

The chariot matched the zeppelin's trajectory. Twilight could see at least three Unicorns in the carriage beneath, and to Twlight's alarm, one of them was manning a fifty-caliber machine gun. It turned the barrel towards the chariot, but the shots were going wide—at first.

"Where the hell did they get that?" the flyer exclaimed.

"Remember that incantation I taught you?" Raven said. She extended a hand; Twilight took it in her own hoof and closed her eyes.

Together, they spoke.

"_Dai-Verata Vas Dia, Karata Vas Deai!"_

Two beams of energy appeared, one from Raven's empty hand and one from Twilight's horn; they combined in the air, rolling together in a golden sphere before erupting into a column of golden light. The column slammed into the side of the blimp…

And the golden exterior of the vessel shimmered, vanishing with a flash and revealing a skeletal frame of the lightweight golden metal that the chariot beneath theme was made of. Twilight, her mind connected with Raven's for the spell, felt alarm roll through her and felt her put force into the beam, directing it down. It slammed into the carriage of the 'zeppelin' before fizzling out. Raven fell to her knees while the mangled carriage of the blimp tumbled from the sky.

"What's going on?" Twilight gasped.

Raven exhaled sharply, shaking with frustration. "How could I have not seen this?" she said. "These zeppelins aren't real. They're decoys. They're trying to distract us."

"But from what?" Twilight said.

"I don't know, but we have to get back to Ponyville!"

**Meanwhile, On the Road To Sweet Apple Acres**

"Aaaagh!" Rarity dodged a triad of massive chomping jaws, the chainsaw teeth nearly slicing into her luxurious mane. They'd come from nowhere: the carnivorous Wilderflowers that dotted the landscape north of the city, sprouting around them like-like—like a trap!

"We have to do something," Rarity said. "Any suggestions, Pinkie?"

The pink Earth Pony shrugged. Her eyes seemed smaller than usual. "I could try to sing to them."

"They're plants! They don't' have ears!" Rarity sent a magical pulse out from one of her horns blocking a plant as it snapped at Scootaloo. The little colt grabbed a razor sharp leaf from the stunned plant and sliced it at the base of the stem. The head of the flower, chomping, crawled towards Apple Bloom, whose flank was turned to it. Rarity started to lunge forward, but before she could act, Big Macintosh landed on top of the vicious weed.

Rarity turned. "Everyone, do what Scootaloo just did! Everypony who can fly or hover, do so now! Get above these things."

Rarity herself hopped atop the wagon. She was no slouch with a blade, but there was more to this than just cutting. She had to protect everypony should could, throw up telekinetic barriers. Another Unicorn saw what she was doing and followed her lead.

Pinkie dived on top of Sweetie Bell as another Wilderflower chomped down; she tried to throw up a kick, but the flower closed around her, chomping down and retreating. A sick feeling pulsed through Rarity and she snarled words she hadn't uttered since her first day of finishing school. She sent out a psychic pulse and half of the Wilderflowers heads exploded into a mass of green tinged ichor; the smallest of the Ponies pulled back towards the wagon. Dinky Doo, who seemed oddly fascinated by the sharp teeth of the plants, was forcibly grabbed in Big Macintosh's teeth and hurled into Rarity's grip.

But Pinkie—poor Pinkie.

Just then, the plant that had eaten the exuberant pony flashed red, twitched, and then shook violently. Pink rays shot out of every pore, and in a flash of light the Flower burned away. Pinkie fell to the ground, shaking her head.

"By Celestia!" Rarity darted over to her. "How did you do that?"

"I guess I was just a bit too Lovecraftian for its digestive tract," Pinkie said. "Or maybe just too cute." Suddenly, her eyes seemed, once again, to be an abyss, an abyss trans-dimensional perception that nopony could truly comprehend. Rarity shuddered.

Behind her, Big Macintosh cantered up. "We got the last of of 'em!" he said.

Rarity was surprised to see him so talkative for a change. The fight had rattled him.

"Where could they all have come from?" Rarity pondered aloud.

"Well, ma'am, if you don't mind my saying, I got me a hypothesis." Mac motioned to the imprint of a wheel in the dirt; not a track, but the side of a wheel, as if it had fallen off and been pressed into the ground. "This is the spot where Applejack and me ran across that there watermelon seed vendor earlier after she broke her wagon down. I remember Applejack teaching me a long time ago that watermelon seeds and Wilderflower seeds look a lot alike, so, I was thinkin'—"

"She was a saboteur!"

"Eeyup."

Rarity kicked herself in the forehead. Of course, it was the perfect plan. What could be more inconspicuous at a celebration than a merchant Pony? And if that fake vendor had all day to spread seeds, then—

"Great Celestia's Ghost!" Rarity blurted. "Macintosh, please take everypony on to Sweet Apple Acres. Pinkie Pie, you need to come with me right away. We simply must get back to Ponyville!"

**Back To Ponyville!**

The overgrown carnivorous weeds were everywhere. Cyborg threw himself at the nearest patch, blasting them with his sonic cannon, only to find a dozen more growing not ten feet away. At this rate he thought he'd have to switch to his autocannon just to keep up with the blasted things, but he was afraid to do that because the high-caliber bullets would tear up the town just as bad—if not worse—than the plants. The huge three-jawed head chomped at him, teeth buzzing and grinding. He tried a different tack, grabbing it by two of the jaws and twisting as hard as his robot arms could muster. The plant tore into three huge pieces and the remaining jaw retreated, flailing about. Cyborg transformed his right arm into chainsaw mode and carved into the last jaw to finish the job.

"How did we not see this?" Beast Boy joined him, shifting into a ankylosaurus and bashing the nearest plant with his tail. "How did Raven not sense whoever was planting these?"

"She's worried about Kid Flash," Cyborg said. "Hell, we all are. We've been off our game. It took us way too long to notice those damn zeppelins were decoys too."

"Not all of them," Beast Boy said. He trampled some more Wilderflowers. "The biggest one is real and armored all to hell. It's like they're running some sort of double-decoy gambit."

"And Savior didn't even pick up on it. Face it, we all underestimated these Ponies." Cyborg sliced another watermelon-like head off an punted it into a pile of others—but not before he'd targeted the rocket in his shoe at the head as well.

There was a satisfying KABOOM.

A shadow portal opened up in the ground; Raven emerged, bracing a winded Savior. The white-haired Titan clutched his knee and his abdomen.

"You okay, man?"

"My chariot got smashed by this massive effing Pegasus," he said. "I didn't see what happened to Rainbow Dash in the process."

"She's fine," Raven said. "I can still sense her."

Savior nodded. "That makes me feel twenty percent better."

"The fighting Ponies are clearing out the rest of the Wilderflowers, but that big Zepplin dispatched a chariot. It's got a dozen escorts, too. I think it's carrying someone important in the ranks of the Crimson Manes."

"If they think we're gonna lie down and grovel for them they've got another thing coming," Beast Boy said. He pumped his fist into the air."Ponies for Life!"

The Titans all stared at him.

"I mean," he said. "You know. I guess they're all right."

The Titans met the rest of the Ponies in the center of Ponyville; Cyborg was alarmed to see that most of them looked pretty worse for the wear. They weren't used to this sort of high-stakes combat. Twilight Sparkle limped over to Raven, who knelt down and whispered a healing spell on the Unicorn's hoof.

Then there was a massive explosion of wind, and all the Titans and Ponies looked up to see the red-and-gold chariot—crimson mane emblem on the front—sit down in the middle of the area that had previously been reserved for the festival.

Out of it, a red Unicorn, patch on her eye, climbed. A golden cape was draped over her shoulders. Around her hovered six oversized rapiers—and Kid Flash, bound by golden chords.

"Bart!" Raven whispered under her breath.

"Listen up, everypony!" the Unicorn said. "My name is Saber Rose; I've fought every war remembered in Equestrian history and some long forgotten. Nopony—or human—here can stand up to me. If you surrender now, these so-called Teen Titans can go free, including my captive. If not, then you'll all face my blades and per—"

Saber stopped suddenly, looking off behind the Titans with a perplexed expression. They turned to see a violet-blue pony with a mane as blue as early evening; she was both Pegasus and Unicorn and hobbled towards the center of Ponyville on wobbly legs.

"Princess Luna!" Twilight Sparkle said. "Did… did she walk all the way from Canterlot? Why didn't she fly?"

"What is the meaning of this intrusion, Princess?" Saber Rose demanded. "Surely you can't imagine you're going to stop me? Did your sister send you? A fool's errand, a suicide mission."

_Celestia did not bring this creature here,_ intoned a new voice. Its cadence paralyzed Cyborg, locked his systems with digitized fear. _I did. She is under my control._

Shadows from beneath the chariot rolled out, coalescing into a humanoid shape, a silhouette, as if of a man with long flowing hair, tall of stature and gaunt.

"You can't be alive!" Raven said. "You were destroyed." 

_Was I?_ the shadow said. _I only know that there is something between us, Raven of Azarath. Some old bad blood. I have no memory, no memory except you and your magic triumphing over me and mine. I may not even be who you think I am._

"You're not the Ricky? You're not the Lord of the Night?" Beast Boy said.

_Was that what I was called back then? I don't know. Saber Rose has give me a name I like better. You may call me the Shadow Commandant._

The shadow walked over to Princess Luna, knelt beside her and began stroking her chin. _This creature and I have something in common. We both walk in the shadows, both abhor the light of day._

"You're wrong!" Twilight Sparkle said. "Princess Luna is nothing like you. She once gave into her own darkness, but she's changed."

"Don't try talking to him," Raven said. "He likes bloviating."

_Very well, if the time for words is over, then the time for war begins again. Can you hear it, the cacophony, eternal, in the darkness of man's soul?_

Beast Boy coughed. "Yeah, looks like this apple didn't fall far from his tree."

The Shadow Commandant whirled into a dark missed, entering Luna's mouth and nostrils like some poisonous gas. Violent lightning crackled over the Princess and she grew, twisting and changing into a vast dark version of herself, cloaked in shadow, like a reverse Celestia.

"Nightmare Moon!" Twilight said.

But when the Pony spoke, it was with a smooth, deep voice that reverberated in the brains of everypony in earshot.

"No, not Nightmare Moon. You have much worse to fear from me than Eternal Night, Equestria!"

Saber Rose ran towards the ascended Pony-god, but a wave of dark energy blasted her back.

"My lord, what shall I do? How shall I serve you?"

"Do whatever you wish—if you survive!" Shadow Commandant called. "I no longer need you and you no longer need me. The time of our alliance has passed."

"This ends now!" Raven growled. "I swore that you've haunted this world for the last time, and I will hold myself to that promise. _Azarath Metrion Zinthos_!"

A tangle of dark and light energy lashed out of Raven's fists, but Shadow Commandant leaned in with his horn, catching the wave… And suddenly something changed. Raven's face contorted in pain, the dark power flowing from her in torrents while the light energy reversed, crashing into her like a backdraft from a burning building. She cried out one last time and all the dark power left her; her cloak and clothing turned white as Savior's hair, and she collapsed to the ground.

The dark energy flowed into Shadow Commandant; then the body of the princess further transformed, the neck extending, morphing into a gaunt, bony humanoid torso, blades erupting from the shoulders like some ceremonial armor. A mask-like face appeared on its head around the horn, the last remaining trace of Luna on his head. There was a thin red slit for vision, flaring with secret power. Arms exploded from the sides of the torso, and in each of them appeared a huge serrated battle ax.

"I remember now… I know what I was." He threw back his shoulders, and roared. _I am the creeping shadow. The lucid dream. The monster in your nightmares. The fiend of a thousand lives. Take a knee, human and equine alike. BOW DOWN BEFORE THE GOD OF DEATH!"_

Out of the corner of his eye, Cyborg saw Twilight sparkle roll her eyes. "Melodramatic, much?"


	5. Far From The Tree

**Chapter Five**

**Far From the Tree**

"_Bow down before the GOD OF DEATH!_" he growled.

And then the little violet Pony said, "Melodramatic, much."

And Shadow Commandant had to agree. What had been going through his mind? Why had he said something so ridiculous? The words, bubbling out of him, this inexplicable compulsion. Why did he feel so giddy, so full of… of himself? If his goal was to rid the world of evil—of the people who caused evil and who allowed evil—then what good were boasts of his prowess at slaughter? Slaughter wasn't practical, especially slaughter of mostly-innocent Ponies.

When he saw Raven, now arrayed in purest white, stagger to her feet, he pushed those thoughts, those self-doubts aside and took a defensive stance. It looked like none of them—neither the Titans nor the Ponies—would be cowed into submission.

So instead, they'd have to be beaten.

**But Unbeknownst to the Shadow Commandant…**

Raven was already forming a plan even as she did her best to recover her strength, her balance. She reached inward with telekinesis to still her inner ear, to assuage the ache of her body. Half her energy was gone, stolen—and with it, two thirds of her effectiveness, because without dark magic she could not combine it with light magic and form the ever-useful gray magic. That was a hard-won skill, something the witch-god Azar might not have approved of; but in Azarath, a world that shunned darkness entirely, conflicts were far simpler, far more—to risk a cliché—_black and white_.

"Cyborg!" she called. "I'm taking command. Anybody have a problem with that?"

"When the Lord's involved?" said the half-robot Titan. "Hell no, I don't."

"This thing may have some his mind, but he's still not the Lord. He doesn't know all the Lord's tricks and he doesn't have the Lord's weaknesses."

Savior grimaced. "That explains why he's out in broad daylight."

"I know enough!" thundered the Shadow Commandant; he swung his two massive axes and waves of energy lanced out. Ponies scattered; Savior and Cyborg dove for cover.

Beast Boy transformed into a mighty eagle and launched himself above the waves, even as they slammed into the ground and sent rolling walls of earth and sprays of rock careening towards the town. Raven teleported in front of the nearest buildings and forced her power into a massive shield; when the wave of earth crashed against it, the shock sent her brain reeling. She thought she'd lose the force field, when it was suddenly bolstered. She glanced to her side to see Twilight Sparkle standing, her horn aglow with crackling energy.

"I thought I'd lend a hoof," the violet Unicorn said. "Just direct me what to do."

"You need to get out of here," Raven said. "This foe is beyond any of you!"

"That's Pony crap," Twilight said. "This is my town and you can bet your flank I'm going to help defend it. I didn't earn my cutie mark casting spells just to sit back and not cast anything when the stakes are highest."

Raven grimaced. She was torn, because she did not want to see anypony come to harm, but she also chastised herself for patronizing these creatures. It wasn't fair of her to tell them not to fight. They may have seemed like beings ripped straight from a cartoon for small girls, but to sell them short for that was not how a superhero should operate.

"Coordinate the Ponies," Raven said. "Mix your teams—every team needs at least one Unicorn, Earth Pony, and Pegasus. Shadow Commandant will operate by trying to shut one threat down at a time so we can't give him easy targets for massive spells."

"Gotcha," Twilight said.

Confident the shockwave was over, Raven hovered above the wall of earth, which had bunched up and blocked her vision of the enemy. Nearly ten Unicorns had surrounded the Shadow Commandant, his massive centaur body towering over the little Ponies. Beams of magic lancing out from their horns and into his defenses; he swung an ax and the sheer force of the swing sent some Ponies sprawling. Cyborg joined the rest with his auto cannons, a flurry of bullets making pock marks against the ax heads. The disruptions in the Shadow Commandant's magical fields told Raven that he was using his scarce Nth Metal ammunition—bullets made from an element that could cut through magic.

Cut through magic—that was it!

Raven swooped down next to Cyborg, and lifted two hands, blasting out a beam of white energy designed more to stun and blind than to do actual damage.

"Cyborg," she said, quietly. "We need to bring the T-Defender here."

"I've been trying to call it but there's so much magical interference—"

"Do you still have the Xenothium battery from that time Gauntlet tried to make you a nuclear powered watch?"

"Yeah, why?" Cyborg said.

"Xenothium radiation disrupts magic fields," she said. "That's the reason Princess Celestia wouldn't allow us to fly the T-Defender beyond the capital."

Cyborg arched an eyebrow. "Why didn't you tell us this before?"

"I had assumed you knew. Why did you think it was so easy for someone wearing the Red X suit—when it was Robin or the new guy—to shut me down?"

"Inconsistent writing?" Cyborg guessed.

"What?"

"Nevermind." He reached into a compartment in his arm and pulled out a tiny red watch batter. The Xenothium core of the battery was the size of an ant, but when he put it into his communicator, the entire thing began glowing brightly.

"This thing's gonna burn out," Cyborg said.

"Then call the ship quickly."

Shadow Commandant roared; Raven looked up to see Rainbow Dash taunting him, flying about his head; the villain snarled and lunged suddenly, and though Rainbow dash dodged the brunt of the attack, the point of Shadow Commandant's horn sliced into the tip of Rainbow Dash's wing.

"I'll heal her," Raven said. "You hurry."

**Meanwhile, on the Other Side of the Square**

Saber Rose was at a dead sprint towards her chariot, but Savior had to make a stop along the way; Kid Flash, still lying bound and half conscious, could get trampled—or worse—in the ensuing chaos. Savior skidded across the ground on his knees and formed a knife of shimmer strands. He cut Kid Flash free at the wrists and ankles, then unwrapped the golden metal cord that coiled around him, which he assumed was designed to melt if he started vibrating his molecules really fast and thus prevent him from phasing through the ropes. And thus incur the threat of third degree burns.

Damn, Saber Rose was one smart Pony.

Savior helped Kid Flash to his feet.

"Are you okay?"

"I think so," Kid Flash said. He rubbed the back of his head and shivered. "She didn't even touch me. She took me down with telekinesis alone."

"We have to go after her," Savior said. "You up for some payback?"

"You're jumping the gun," came Raven's voice from all around them. White energy coalesced into her form. "We need you here to fight the Shadow Commandant."

"Saber Rose is a terrorist," Savior said. "If she gets away, she could reorganize and attack. Half her troops fled the battle when the Ponyville forces started winning—they're still out there somewhere."

Raven cocked her head to the side for a moment, considering Savior's words. "In that case, be safe."

She leaned forward and pressed her lips to Savior's, and the white-haired Titan felt warmth and power flowing into him, wrapping around his nervous system. The Shimmer, in its semi-sentience, bristled with this influx.

"What was that?"

"An infusion of some of my soul-self," she explained. "It should stop the Shimmer from being cut, just don't spread it too thin."

Savior formed a twisting field of Shimmer in his hand, and noticed a faint, ethereal white glow flowing among the strands. He'd felt this before, the first time he and Raven had fought the Lord of the Night, back before the Lord had performed a ritual to give himself godlike power, when his name was so much more pretense than description.

"I'll take care of him," Kid Flash said. "Let's go."

"How are we going to catch up with her?" Savior said. He followed the speck in the sky out towards the horizon. "She's heading back towards the one real Zeppelin."

"I can help you there!"

Savior turned to the new voice. It was a gray Pony with a blonde mane; while the distinguishing mark on her flank was seven bubbles, the most striking feature about the Pony was her eyes, both looking off in a different direction, neither of them focused on Savior.

"And you are?"

"Derpy Irene Hooves," she said cheerfully, her voice spacey. "Professional Mover, part-time mail-pony."

Savior glanced at Kid Flash. "I guess she'll do."

"Be my guest," the speedster said. "I'm taking Beast Boy."

**Thirty Yards Away**

Cyborg took the blade of a serrated ax to his shoulder and went flying across the plaza, rolling through benches set up for the festival and smashing into a table full of hotdogs. He briefly considered the weirdness of Ponies eating hot dogs before he examined the damage to his arm. The entire blue orb was shattered, revealing circuits and gears. He tried to force the arm to move and only got limited mobility—and that was just a glancing blow. A clean blow would have severed it entirely. He immediately dedicated some of his built-in nanomachines to repairing the damage, switched his right arm to Sonic Cannon mode, and charged again, letting shots fly. Two Ponies went down, but another three threw themselves at the Shadow Commandant, blasting him backward.

"Union of Blood!" the Shadow Commandant called; twirling blasts of red energy erupted from his horn.

"Damn it all, he still names his attacks," Cyborg muttered.

The blasts arced toward dozens of Ponies, but Twilight Sparkle and several other Unicorns threw themselves in front of the blasts, throwing up shields to stop them. Some of the spiral projectiles got through though, slamming into a pair of ponies on opposite sides of the plaza. Immediately a silver-white beam of oscillating energy erupted out of the two ponies, joining together in the middle. As the both took a step backward, the beam cut into a statue of a former mayor of Ponyville, slicing it in half.

Great, thought Cyborg. He's a sadistic bastard too.

Cyborg ran towards the nearest of the two linked Ponies, analyzing the energy beam with his mechanical eye as he ran. "You!" he called at the Pony. "Move closer to the other one. Try not to get anything caught in the beam."

The terrified Unicorn complied. As the two got closer, the oscillations of the beam increased, until they nearly touched; immediately there was an explosion that sent the two Ponies tumbling apart. But the razor-sharp link between them was gone.

Cyborg turned to survey the battle after the distraction—

And he found Shadow Commandant towering over him, the darkness of his silhouette so deep that it messed with Cyborg's optics.

"Feel the Iron Hooves of Death!" Shadow Commandant called; and his front hooves came crashing down at Cyborg.

There was a resounding thud, and Cyborg looked to his left and right to see Rarity and Pinkie Pie both on their hind legs, holding up the Shadow Commandant's massive hooves; Rarity's horn was aglow, enhancing her strength with telekinesis.

"Go for his jewels!" Rarity cried.

Cyborg transitioned his right arm into auto-cannon mode and let out a flurry of bullets, right between Shadow Commandant's hind legs.

"I didn't mean his.. his.. _testicles," _Rarity cried, horrified. "I meant the jewels in his helmet. I'm sure they've giving him some sort of power boost!"

Cyborg smacked his forehead. "Oh. Oops."

Regardless, the attack didn't seem to faze the Shadow Commandant; he disengaged from the struggle against the two Ponies and sent another wave of power from his twin axes. The three of them dived out of the way as another wave of earth and rock blasted up. There was a resounding sonic boom overhead and Cyborg looked up to see the T-Defender, finally arrived.

It swooped down and he leapt into its cargo bay, ran up to his personal bridge, and then quickly put in some computer commands with his uninjured arm.

The T-Defender immediately began to change, the five cockpits sliding around, the rear segment of the ship twisting and transforming. Two enormous metal legs slammed into the ground in the middle of Ponyville; arms stretched out from the center. Cyborg's cockpit became a head.

Cyborg smirked. "Alright, y'all, this is how we rock it back in Jump City. Titans Go-Bot Mark VII, activated."

Steam vented from every orifice on the Mark VII, surrounding it in a cloud of mist.

Shadow Commandant backed off, smirking.

"Your cure may be worse than the disease," the villain said. "If I breach your reactor core, the radioactive output of that thing could turn Ponyville into a deadly wasteland. Everyone you seek to defend could die."

"Not going to happen!" Cyborg said. Wires shot out of the control panels, USB 5.0 ports that interfaced with him in seven locations, giving him full one-to-one motion control over the massive Go-Bot. He lunched forward, grabbing Shadow Commandant with both arms and launching into the air with the thrusters. The centaur wriggled and writhed, throwing off the trajectory. But it was enough to get them out of the city, into the untamed lands to the north of the town, where the Wilderflowers grew and Ponies became snacks.

The robot and the centaur slammed into the ground, driving a deep crater into the earth. Shadow Commandant got to his feet first, his hooves thrashing against the Mark VII's chassis as it tried to clamber out of the whole. Cyborg opened up the laser canons on the Mark VII's shoulders and blasted Shadow Commandant. The villain reared up on his hind legs, but instead of letting those massive hooves slam down on him again, Cyborg kicked on the thrusters. The Mark VII launched forward, slamming into the horsey rib cage. The Shadow Commandant was lifted skyward and landed outside the crater. Four huge divots appeared in the ground where its hooves landed.

Cyborg took the opportunity to launch the Mark VII forward, weapons blazing.

"_Piercing Spiral Arrow_!" cried the Shadow Commandant; a corkscrewing spike of red energy flew out and Cyborg couldn't press the attack any further; he put the thrusters on maximum and directed them straight down, launching him up above the attack. Even so, the toe of the right foot was caught in the wake, the metal rending and tearing. Cyborg mentally made some adjustments on how to distribute the robot's weight. If he kept taking hits like that, it wouldn't matter if he had the Xenothium core.

"That may have been but a flesh wound," Shadow Commandant said. "But soon your flesh will be peeled from your very bones."

**Meanwhile, at the exact same place and time**

_Flesh will be peeled from your bones? _ The Shadow Commandant echoed in his own mind. Again he randomly spewed completely impractical sadism. And that technique he'd used to attach two Ponies together and cut anything in between them apart: what had been the point in that? It wasn't practical at all. Sure it had distracted Cyborg enough for him to get close, but he hadn't actually anticipated that when he'd used it. The attack had proved beneficial only by coincidence, its generation seeming to stem from nothing but cruelty.

It didn't make any damn sense.

A massive Xenothium-powered fist slammed into Shadow Commandant's face and jarred him back into the immediacy of the fight; he brought up his axes, then slashed down with them, first one then the other, towards the Mark VII. But the armor plating on both arms held, and the axes didn't dig any farther than a few centimeters. He sent waves of power through, causing electricity to course through the Mark VII's system, but the robot twitched and then fired all its thrusters forward, launching backward.

Shadow Commandant raised his axes and charged, even as another volley of lasers came his way. He dodged them, but then two enormous blades, eighteen feet long each, extended from the forearms of the Mark VII. Immediately they were surrounded by a red Xenothium glow.

Cyborg stomped the ground and then made the _Matrix_ 'come get it' gesture. Shadow Commandant loved _The Matrix_, though it was subjective admittedly since _The Matrix_ seemed to be the only movie the Crimson Manes had a copy of. But this, this just pissed him off.

"Prepare to be eviscerated!" Cyborg said.

"I will not go quietly into that dark night!" he growled.

"What the hell is wrong with you!" Cyborg shot back. "That's not even how the quote goes!"

And the Shadow Commandant was surprised to find that he didn't care.

**That very moment in the Skies above Ponyville…**

Kid Flash riding the winged Pegasus Beast Boy and Savior atop the gray Pony Derpy Hooves climbed ever higher towards the zeppelin that Saber Rose had returned to. Beast Boy banked to his left and arced towards the open boarding platform on the starboard side, but Savior found that he couldn't control his steed: when he shouted for her to go left, she went up, right, she went down, and her sense of up and down were equally skewed.

"Sorry!" Derpy neighed. "I was born with an innate sense of misdirection."

"And you volunteered for this job _why?_" Savior growled.

"I didn't want to get myself killed by that big scary meanie pants in the plaza. This seemed safer."

Savior thought that perhaps this Derpy Hooves wasn't so stupid after all, but then he saw that she'd climbed high in the air, well above the blimp. "You need to go back—um, right!" Savior called. "Head right and dive bomb that Zep!"

"You betcha!" Derpy said, swooping down. But her speed was immense and soon Savior wished he'd been more careful.

"Stop! Stop!" he called. And Derpy did so, immediately, launching him forward off her shoulders. He arced towards the zeppelin and crashed through the rear window into the cabin below, rolling forward and propelling himself with his new protected Shimmer to avoid getting his stony face sliced open. He came up in time to see a panicking Earth Pony raising his hind legs in preparation to kick him in the face.

Doing one of his more painful tricks, Savior projected dozens of Shimmer strands directly through his eyes, the little threads both burning his retinas with their brilliance and piercing his cornea like a miniature needle; they wove into a shield in front of his face that coalesced at exactly the last second before the hooves of the Pony slammed into his face, blasting him back out through another window. He briefly panicked, but then instinctively threw the Shimmer back at the blimp in the form of a rope, crunching around the metal frame between the broken glass of the two windows he'd ploughed through. He pulled himself back up, this time flipping in mid air and kicking the Crimson Mane Pony in the head.

It rolled with the blow and came up into a charge, but Savior lunched forward and flung himself over it, playing Spider-man along the ceiling.

The Pony nearly fell out one of the broken windows, but turned on a single hoof and came again.

"I don't have time for this!" Savior barked. He coated his fist in strands of white energy and delivered a haymaker to the charging terrorist, who fell to the deck unconscious. Savior turned and darted up the hall, through the zeppelin's narrow corridors.

He nearly crashed into another Pony and raised a shield in defense—until he realized that the Pony was Beast Boy, now in the form of a Unicorn.

"Where's Kid Flash?" Savior said.

"He followed Saber Rose, but I lost track of them."

Just then, the blimp rocked violently and the two Titans were nearly thrown into a wall. He turned and glanced up at the ceiling.

"On top of the blimp?" Savior said.

"On top of the blimp," Beast Boy confirmed drolly. "Some things never change."

The two made their way to a ladder and climbed up the outside of the zeppelin. Atop the golden vessel, Saber Rose stood swinging her six rapiers wildly at Kid Flash, interspersing her attacks with telekinetic bursts that were rocking the entire blimp with their force.

"She's good, but she can't think at lightspeed," Kid Flash called. "Team up and take her—ACK!"

A burst of telekinesis caught him while he was distracted and sent him careening off the edge. Savior swore and launched a Shimmer strand at him, but his aim was wide and Kid Flash went careening off into the distance. He turned and hurled himself at Saber Rose, forming two swords of Shimmer strands.

"If you're such a blasted legend then face me with nothing but your swords!" he said. "No magic, no force fields."

"You impugn my honor, boy!" the Pony called. "_En guard_!"

Savior stepped into an assault by six vicious rapiers, nothing between them and his heart but his own swords and three layers of triple-polymer body armor.

**Several Miles Away**

Cyborg noticed out of the corner of his optical sensors that there was a glowing blue something or another in the distance, but he didn't pay it any mind. The fight hadn't gone as he'd anticipated; Shadow Commandant seemed to be getting stronger and stronger as the fight progressed. He must have been accessing deeper and deeper wells of Raven and Luna's combined powers, and if things kept up at this rate, the Mark VII wouldn't last another hour.

"_Heaven's Lament_!" called Shadow Commandant, and enormous boulders of black ice, like tears from some dying god, tumbled down out of the sky and began driving deep craters into the ground around the robot. He told his lasers to take care of them, but destroying the crystals only sent out dozens of smaller crystals, which clung to the outer hull of the ship. His energy readings began going down even as the joints froze up. That's what the ice was doing, sucking in all the thermal energy it could touch.

The attack was a void—just like the Shadow Commandant himself. Cyborg's hand hovered over the overdrive button. Pushing it would give him full access to the power of the Xenothium core, but it was designed to only last ten seconds because it could overheat the servos of the robot, pollute the land around them, and deplete the reactor core all the faster. He had to wait till he was sure it would put an end to the fight. He lunged forward and started pounding the Shadow Commandant relentlessly, the robots fist making craters in the centaur's flesh. But the craters seemed to fill with shadowy, ethereal material, that would coalesce into glossy black armor.

Cyborg tested the thickness of that armor, concentrating a laser blast from the Mark VII's shoulder to the plating; immediately the laser bounded back with double the swiftness it left, sparking into the laser cannon and blasting it off. The explosion rocked the cockpit.

"You're down to just one cannon and no way to repair. Give it up, Cyborg." Shadow Commandant charged forward and Cyborg forced himself to retreat, firing warning lasers to stop the charge.

The Shadow Commandant flickered in and out of existence, weaving through the laser beams like they were nothing; and then, suddenly, the proximity alarm blared and Cyborg turned and saw, through the cockpit shield, that Shadow Commandant was behind him.

"No!" he gasped.

There was a thunderous crack and the leg servos reported severe damage. Cyborg could almost feel the sensors being crushed under foot; the torso of the robot fell back against the ground.

"Prepare to taste the bitter licorice of defeat!" the centaur thundered.

**But Then!**

Rainbow Dash had flown fast in her life. She'd broken the sound barrier—the only Pony in her class to ever do so. But now, she could only beg for more speed, more power. Cyborg was losing, it was plain to see. And if she didn't help out…

The wind rushed through her fur, causing a shiver, the fine blue hairs bristling against the chill of the April air. Her wings moved faster, harder than ever before. She felt herself accelerating, felt it wouldn't be enough, but pressed on anyway because it had to be.

She was Rainbow Dash, damn it. She was at least twenty percent cooler than some lame Cyborg.

The pressure was getting unbearable, but there was no turning back now. She had achieved ramming speed. She gritted her teeth, she growled.

"_**SOOOOONICC RAIIIINBOOOOOOM!"**_

As if calling out the techniques name brought fortune's smile down upon her, the dam broke. She blazed into the Shadow Commandant's side, a spiraling rainbow of energy corkscrewing off her and washing over everything. The centaur cried out even as the deafening shatter of his evil ribs echoed through the countryside.

Cyborg immediately launched to his feet.

"Now's my chance!" he shouted. "Thank you, Rainbow Dash!"

Rainbow Dash whirled around, still dizzy, shaking from the impact; she watched the Mark VII. It's shoulders transformed, the pads growing wings that glowed red, six more wings unfolding from the back of the robot by the thrusters. The chest opened up to reveal a glowing red heart that the very sight of made Rainbow Dash weak.

And then the entire thing seemed to catch fire, a red glow surrounding the Mark VII. Two blade handles extended from its wrists, combining together and then extending into a massive sword that had mirrored twin blades on the same sides of the hilt, like some bizarre mix of a katana and a claymore—and then those blades were engulfed in the same red Xenothium fire that surrounded the robot.

Cyborg laughed from inside the machine's cockpit.

"You like named attacks, try this one!"

The robot charged towards the downed Shadow Commandant with aplomb, raising the huge two-handed word high.

"Burning Xeno-Blade!"

The Mark VII slashed down, even as Shadow Commandant tried to get up, tried to dodge despite his injuries. The sword caught the monster at the separation of humanoid and animal parts, cleaving him in half. The Xenothium fire consumed the lower half, and with a flash of violet light, the evil was destroyed and Princess Luna lay on the ground at the robot's feet.

The Xenothium fire on the Mark VII went out, and steam vented from ever orifice once again. "Aw man," Cyborg said. "That attack name was terrible. But at least this is over."

Rainbow Dash swooped down to the human half of Shadow Commandant, which lay motionless on the ground before them. She almost felt sad for it, but her almost-sadness was tempered by the fact that she'd just witnessed the most awesome thing _ever._ She didn't even know it was possible for a living creature to get cut in half!

She smiled and flew a victory lap around the corpse.

Only to have a massive, icy hand clasp around her body.

"NO!" Cyborg growled.

"I… will… not… be… denied." The Shadow Commandant's upper half hovered in the air, breathing heavily, somehow not dead, somehow surviving. Rainbow Dash gasped out something; she didn't even know what, but something desperate and insulting at the same time, because she wouldn't give him the satisfaction of simply begging for her life.

The grip got tighter and Rainbow Dash thought she was done for, but then a laser drilled into the Shadow Commandant's wrist. He cried out and let her go, and Rainbow Dash immediately flew as fast as she could to Cyborg's side.

"This thing is spent!" Cyborg said. "He damaged the servos in the legs, and then going into overdrive mode completely burnt them out. I can't move!"

"What do you want me to do about it?" Rainbow Dash said. "I'm not a mechanic!"

"I want you to get out of here. I can't defend you."

The Pony set her brow. "I don't need to be defended you big metal lug!"

Cyborg sighed. Rainbow Dash glanced back across the distance between her and the Shadow Commandant; the torso was growing an new lower half, a twisting, chitinous thing like the abdomen of a massive violet spider, eight spindly legs propping him up.

"I see now," the Shadow Commandant said. "Princess Luna was holding me back. She was locking my power away by her will alone, fighting me. Clever girl—but no more."

Dash blinked, and suddenly the Shadow Commandant was in motion, closing half the distance in the single batting of an eye. She flew up and away even as he lunged towards the Robot. Cyborg made a move with the robot's massive arms to block, but the spider legs just grabbed on to them, clambering over the shoulder. There was a horrible cutting sound, like diamond against metal, and then the Mark VII's left arm and remaining laser cannon fell to the ground, cleanly severed.

There was a flicker of motion and the other arm fell, then one massive slice and both legs slid apart. The robot tumbled to the ground. A hatch on the head opened up and Cyborg launched out like a living projectile, landing a hundred yards away. Shadow Commandant turned to face him.

"If I could destroy your Giant Robot so easily, how much more easily do you think I'll take you down, Victor Silas Stone?"

Cyborg responded by blasting at the robot with his Sonic Cannon, but the Spider leapt into the air and dodged the subsequent shot too, whirling like an acrobat from the Fillydelphia Circus. He landed in front of Cyborg, but the half-metal Titan rolled out of the way of the swipe from his sharp legs and blasted at him some more.

And Rainbow Dash hovered, paralyzed, too exhausted to attempt another Rainboom, too wary of the blades to try anything else… She feared the battle was now lost.

**Back on the Blimp**

Two rapiers slashed down at him and Savior had to make sure he blocked them both with his one, because he knew another set would be coming at him from behind. He regretted his challenge to fight only with swords because he realized now a Shimmer-strand buckler would be useful.

The second attack from Saber Rose clashed against his other blade and he tried to parry of the hovering things and lunge for the Pony herself with a powerful strike. The sword whirled centimeters from her horn as she leapt away, but Savior stepped forward and pressed, whirling around and slicing at her head once again. The blade passed across her head, between her eyes and her nose; a thin line of rainbow-colored blood leaked from the narrow cut he made.

There was a sharp pain in his own leg. Savior snarled and fell to one knee as a rapier slid across the top of the blimp, then reversed course and stabbed at his heart. He parried it, then another, until he was using the shimmer strands to block all six rapiers in rapid succession, relying on his heightened nervous system to keep up the pace with her attacks. He backed up, closer and closer to Beast Boy

"I am the Princess of Blades! I have lived a thousand years and will live a thousand more!" Saber Rose snarled. "How can a human-child like you hold your own against me?"

"Trade secret!" Savior snarled, hurling himself forward. Two rapiers dug into his armor, one of them deep enough to nick his flesh. He powered through the pain and a whirled his sword at Saber Rose's horn. Her eye went wide with alarm—

A blast of psychic energy lanced out and sent Savior sprawling into surface of the blimp.

"You cheated!" he said, grinning.

"It was a fool's game to start with!" Saber Rose said. "I will no longer hold myself to such ridiculous restrictions! HAAGRHH!"

She grunted with exertion.

Nothing happened; nothing except this: her six blades fell to the blimp, three of them rolling off and plummeting to the ground below.

"What?" Saber Rose tried again, faint sparks emanating from her horn, but nothing coming of it.

"You wonder how I could keep up with your six swords to my two? This is how. My secret weapon."

He motioned to the Unicorn Beast Boy, who stood grinning his toothy grin behind them.

"Turns out Beast Boy here is a quick learner, including how to use his horn to channel psychic powers. He was throwing off your every swing, keeping me one step ahead of you. And once you cheated and used a telekinetic blast, he was able to lock your psychic power down.

"But you didn't say a word to him! How could you be in perfect coordination like that?"

Savior held up a finger, a tiny shimmer strand protruding from it. "This thing is more than just a weapon. It can interface with nervous systems—even Pony nervous systems. I ran a single line to his brain, just enough to keep us in sync with each other."

"But that—that was cheating! You didn't fight fair yourself!"

"You're right," Savior said, giving the biggest smug-ass smirk he could muster. "I didn't."

Saber Rose charged at the two Titans, her horn aimed directly at Savior's heart. The white-haired hero dived out of the way, even as Beast Boy shifted into a massive buffalo and stepped into her charge; the huge green behemoth launched Saber Rose into the air and sent her careening off the top of the blimp.

"Crap!" Beast Boy said as he shifted back to human form. "I didn't mean to do that!"

A beam of psychic energy launched up from the falling Pony, slicing into the side of the zeppelin. The entire ship rocked, sending the Titans to their rear end. As they got up, fire began spewing from the gash.

"Great, she's going to crash," Beast Boy said. "I'd just like to have a zeppelin mission one time and the ship not crash!"

"Get us out of here, Gar." Savior limped over, his injured leg starting to sting, and allowed Beast Boy to transform into a pterodactyl, which grabbed Savior by the shoulders and lifting the two of them off.

On their way down, they saw an enormous tornado coming at them; but it stopped as they approached. Kid Flash's head popped out of the top of the cyclone. "Hey guys!" he said. "Forget something?"

And deep within the whirlwind, Savior could see Saber Rose, going round, and round, and round.

**And Then, Outside Ponyville**

Cyborg threw himself behind a rock launching every rocket in his shoe into the air hoping it would drive Shadow Commandant back long enough to keep him alive, just a few seconds longer. There was a series of muffled booms and then Shadow Commandant landed on the other side of the rock.

"Cloak of One Thousand Punches!" the monster blared, and suddenly Cyborg found himself wreathed in darkness, and in that darkness it felt like a dozen people were on top of him, pummeling him with repeated punches. He struggled to throw the cloak of darkness off and finally tore free…

Only to come up into a maw of razor-sharp teeth.

"AAAAGH!" Cyborg cried out—and then there was a flash of light and Shadow Commandant was gone. Savior looked to his right to see Raven and Twilight Sparkle—along with several other Ponies: Rarity, Pinkie Pie, Applejack, and Fluttershy. Rainbow Dash quickly joined them.

"Oh my gosh you guys all lived, thank Celestia!" Rainbow Dash grabbed Pinkie into a tight hug, then slapped Applejack on the back with her hoof.

"We've still got a Supervillain to take down!" Cyborg cried. "He's gotten more powerful now that he doesn't have Luna holding him back."

"Guys," Twilight said. "Remember what happened, what we did when Luna went crazy and tried to destroy everything?"

Pinkie Pie nodded. "Yeah, of course I do, that was soooo cool!"

Twilight closed her eyes. "I think we can do it again. Use the Elements of Harmony to fight off this monster."

Dash blinked. "Twilight, you don't get it. This guy is crazy powerful! He makes Nightmare Moon look like colt's play."

"Then we'll have to be at our best!"

Twilight Sparkle ran over to the head of the fallen Mark VII. "And maybe we could get by with a help from our friends."

Raven nodded. "If you think that will work, Twilight—"

"What will work?" Cyborg said.

"—then I'll hold him off while you get ready."

"Ready for what?" Cyborg demanded.

"No time to explain. You've done your part, Victor. I'm ready to do mine." Raven vanished in a flash of white, and Cyborg saw her appear in the distance, blasting at the Shadow Commandant. He turned to see the six Ponies gathered around the remains of the Mark VII. Twilight and Rarity were doing some sort of magic with their horns; the others stood with their eyes closed, as if in prayer or something. Then, the remains of the Mark VII lifted off the ground, whirling through the air and reassembling. Cyborg's biological eye widened and he stepped back. In a flash of light, the six ponies were inside the giant robot, five of them in one of the cockpits—Rainbow Dash, of course, picking the main cockpit for herself—and Twilight in the core where the Xenothium had been. Somehow it didn't surprise Cyborg to see that the hands and feet had been changed into hooves.

"Pony-Bot Mark IX! Go!" Rainbow Dash called. "Loyalty power is charged and ready."

"Honesty Power is ready," Applejack said.

"Laughter Power is armed!" said Pinkie.

"Kindness Power is ready," squeaked Fluttershy.

"Generosity Power ready to go," Rarity said.

"And magic makes it all complete!" called Twilight.

The Marx IX blasted towards the Shadow Commandant, a rainbow streak in its wake. It slammed into Shadow Commandant, blasting him across the wilderness, but the spider-creature slowly clambered to his long legs.

"Ponies!" he cried. "Damn all you Ponies!"

"Well that's not nice!" Pinkie Pie said. "Whaddaya say we give him the old one-two."

"I've got a better idea," Twilight said. "One that I got from studying too many human anime shows!"

The robot raised its right fist.

"This hoof of mine glows with an awesome power!" Twilight said. "It's harmonious elements command me to defeat you."

"Take this!" Rainbow Dash said.

"Our love!"

"Our friendship!"

"And all our magic!"

"SHINING HOOOF!"

The Mark IX's fist slammed into the Shadow Commandant, even as Cyborg finally managed to make it to where the battle was taking place. A spiral of gradient light erupted from the place where the punch connected, purest white in the core and tinged with rainbow colors on the outside. Inside there was a silhouette of the Shadow Commandant, but under the brilliance it crumpled away like burning paper; as the radiance faded, a rainbow shot skyward.

Nearby, Raven's cloak flushed blue, her white raiment darkening back to its normal black.

As he approached, though, he noticed in the middle of the crater, the unarrayed shade. Shadow Commandant lived on, though fallen to his shadowy knees. Cyborg was alarmed to hear him sobbing.

"This isn't right," he whined. "I wanted to save the world. I wanted to fix everyone."

Fluttershy hovered over to him.

"I'm sorry," she said. "But if you wanted to fix the world, why were you trying to kill everybody?"

"I don't know. I don't really want to kill everybody, just the bad people. That's how I'm supposed to do it. I remember it from Raven's thoughts about me, the enmity, me the snake and she Eve and head smashing and heel striking—" he broke down sobbing again, weeping for the destruction of his Biblical allegory.

"I just can't do it," he said. "I can't be like the Lord of the Night. The Lord was pretentious and stupid and killed people for no particular reason. I don't want to be him. I hate him."

"Well, do you have to be?" Fluttershy said. "Maybe you could be your own person."

"Yeah!" Rainbow Dash said. "You don't have to do what your parents do. Look at me, do you think I was ever as lame as Albert and Miriam Dash? No-sirree!"

"I… I can be different than my dad?" Shadow Commandant gasped. "Why.. why this is a new concept. This changes everything! I take back what I said, Ponies. You're not so damnable after all."

"Aw, thanks."

And so the Shadow Commandant lived happily ever after as a soldier of fortune who lived a morally ambiguous life saving innocents and shooting bad guys, instead of the hypocritical, pure evil one that his father had lived.

But that's a story for another time.

**Back in Ponyville**

"I'll make sure that Princess Celestia gets a hold of Saber Rose," Twilight said. "She'll be properly dealt with."

"You're not going to execute her, are you?" Beast Boy said.

"What, no, that would be barbaric! Why does everyone assume that we Equestrians are so bloodthirsty?"

"I think a better question is what we do next," Pinkie Pie said.

Raven sighed. "This is true. We need to get a head start on the long and arduous task of rebuilding Ponyvi—?"

"NO!" Pinkie Pie blurted. "Paaarty! We saved the day and taught Shadow Commandant the magic of friendship! Sounds like a reason for celebration to me!"

And thus a party was thrown that ended with Beast Boy, Rarity, and Savior all wearing lampshades on their heads.

* * *

Author's Note: Legend Maker said I should explain these previously-appearing characters. I'm not sure what the point of that is since you've already read the fic, but here goes:

Savior: Real name Noel Collins, Savior is the son of billionaire industrialist Maxwell Collins, an evil tyrant of a man who wanted to train Noel to be as ruthless and wicked as himself. He succeeded a bit, but Noel was far more influenced by his benevolent mother Cyrstal, who Maxwell had murdered for unknown reasons. Savior fled to New York after his mother's death where a freak accident left him with super powers: he can shift between two reconstructions of his body at will and has the ability to call upon a semi-sentient nervous system based energy construct called The Shimmer. He is engaged to Raven. Created by Legend Maker

Gauntlet: Real name Robert Candide, Gauntlet is the son of super spy Roger Candide and his wife Miho, a trained ninja who left her clan over ethical disagreements. Gifted with the magical artifact The Gauntlet, essentially a technologically inferior version of a Green Lantern ring, Gauntlet became a slacker superhero, fighting crime when it seemed like fun one day and robbing banks to fund his exploits the next. Eventually he was arrested and compelled to either serve on a legitimate superhero team or spend time behind bars. The Titans never actually wanted him, but they ended up saddled with him regardless. Created by BobCat.

Terra: Real name Tara Markov, born the crown princess of Markovia, Terra lost her memory in brutal experiments that gave her geokinetic powers; after which, she somehow made her way to America, where she was found by the Teen Titans. Unlike in the timeline of the actual series, where she left the team and was found and taken in by Slade, Terra was prevented from leaving the team by Gauntlet and gradually came to be an invaluable member of the Titans. She is currently dating Beast Boy.

The Lord of the Night: Real name Ricky, the Lord of the Night first appeared nine years ago as an evil cyborg who committed murders in the name of improving the world, ridding it of worthless people. He was confronted and defeated by Raven and Savior, but survived the encounter and returned, this time using Raven's demonic heritage to power a ritual that gave him godlike powers and devil-like hypocrisy. After multiple attempts to take over the world, the Titans finally defeated him on Valentine's Day, the ninth anniversary of his first appearance. It seems he's truly gone this time, but he's been dead before and managed to return. Created by Legend Maker


End file.
